JAPANESE INVESTMENT IN U.S. REAL ESTATE: STATUS, TRENDS AND OUTLOOK by Russell C. Lindner B.A., The Johns Hopkins University 1977 J.D., The George Washington University 1980 and Edward L. Monahan, Jr. B.A., Providence College 1974 Diploma de Estudios Hispanicos Universidad de Navarra 1978 M.A.L.D., The Fletcher School of Law Tufts University and Diplomacy 1981 SUBMITTED TO THE DEPARTMENT OF URBAN STUDIES & PLANNING IN PARTIAL FULFILLMENT OF THE REQUIREMENTS OF THE DEGREE MASTER OF SCIENCE IN REAL ESTATE DEVELOPMENT AT THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY SEPTEMBER, 1986 (Russell C. Lindner & Edward L. Monahan, Jr. 1986 The Authors hereby grant to M.I.T. permission to reproduce and to distribute publicly copies of this thesis document in whgg;e or in pa;t. Signatures of the authors Iup ell C. Lindner Department of Urban Studies & Planning A August 15, 1986 Edwakd L. Moahan, Jr. Department of Urban Studies & Planning August 15, Certified by X 1986 F /I Lynne/ B. ISagalyn Real Estate Deve opment Asst. Professor of Urban Studies Thesis. S ervisor Accepted by James McKellar Chairman Interdepartmental Degree Program in Real Estate Development eis i. rc SEP o 5 1986 &1~ 79) 1.1e r Ft ACKNOWLEDGEMENTS thesis This of the is effort of two budding students real estate investment in the Japanese United States. Research was conducted over a period of three months, during time the authors not only made their first visits which but Japan, for in time evaluated first the to the depth character of Japanese investors and corporations. Given such importance. We individuals who limitations, to thank the more than wish agreed sessions in Tokyo, interviews were of to be interviewed New York, Washington, critical one in hundred over fifty D.C. and Boston. Our special gratitude goes out to Ken Arata, Director of the Real Estate Industries Division of the Ministry of Construction, Hajime Suzuki, Subchief, and Makoto Taketoshi, Assistant behalf. Manager, Arthur experience thank and Osamu Development advisor, of of Coudert Brothers counsel throughout our study. Aoi, Company, Junichi Kogo of We Mitsui Ken Bartells of Morgan Real on our provided wish to Estate Stanley, and Sumitomo Corporation for their extended We likewise wish to express appreciation to our Professor Lynne B. Urban School their cordial assistance Mitchell Kunio Ohsawa of the assistance. for Studies, Sagalyn of M.I.T.'s Department and Professors Michael Joroff of Architecture and Planning and James the Center for Real Estate Development at M.I.T. 2 of McKellar the of JAPANESE INVESTMENT IN U.S. REAL ESTATE: STATUS, TRENDS AND OUTLOOK by RUSSELL C. LINDNER and EDWARD L. MONAHAN, JR. Submitted to the Department of Urban Studies & Planning on August 15, 1986 in partial fulfillment of the requirements of the Degree of Master of Science in Real Estate Development ABSTRACT The level and diversity of Japanese investment activity in the U.S. real estate market was evaluated. An historical perspective was offered to provide a framework for analysis of current investment activities. Five different kinds of sectors were independently evaluated, with emphasis given to both intrasector similarities and differences. Investor characteristics typical of all sectors were enumerated, and adaptations necessitated by U.S. market conditions were explored. A study of Japanese real estate investment activity in Washington, D.C. was used to illustrate investment patterns described earlier in the thesis. It was found that Japanese investment in U.S. real estate has grown dramatically over the last five years and is likely to continue such expansion in both the near- and long-term. Large Japanese institutions and companies have begun to establish corporate infrastructure in the U.S., and are consequently well-prepared to invest capital outflow from Japan which is resulting from a host of macroeconomic, geopolitical and portfolio management factors. More recently, intermediaries acting on behalf of largely unregulated smaller Japanese investors have begun to penetrate the market, focusing upon investments which are largely ignored by large corporations. Consequently, while certain investments appeal to almost all investors, it was found that there is far greater diversity among Japanese investors than popularly thought. This presents new opportunities for many different kinds of American real estate players, and the authors elaborate upon a number of such opportunities. Thesis Supervisor: Lynne B. Sagalyn Title: Assistant Professor of Urban Studies and Real Estate Development 3 TABLE OF CONTENTS ......... 2 Acknowledgements ................................... *.. Abstract ................................................. 3 PART ONE: AN INTRODUCTION TO THE JAPANESE REAL ESTATE INVESTOR ................... Chapter I: A Broad Overview of Japanese Activity in U.S. Real Estate ...... Chapter II: Relevant Macroeconomic and Regulatory Factors .............. ....... PART TWO: DIFFERENT STROKES FOR DIFFERENT FOLKS: PROFILES OF DISTINCT TYPES OF INVESTORS ...... 5 9 21 38 Chapter III: Life Insurance Companies Growing Activity, Growing Conservatism ............................. 41 Chapter IV: Construction Companies: Financiers in Builder's Clothing ........ 63 Chapter V: Real Estate Development Companies and Trading Companies ......... 99 Chapter VI: Small Investors: An Overlooked Market Coming of Age ..... 124 PART THREE: INVISIBLE LINKS -- THE TIES THAT BIND ...... 149 Chapter VII: Characteristics Common to All Japanese Real Estate Investors ..... Chapter VIII: Washington, D.C.: A Target City, and Why ....... .......... 149 176 PART FOUR: SUMMARY ..................................... 191 Chapter IX: "So What Does This All Mean, and How Can I Take Advantage of It ?".......191 Notes .. ................................................ 204 4 PREFACE We have studied, we "We are patient. have prepared, and now, we are ready." Tadao Toyofuku Deputy General Manager Headquarters of Real Estate Department Sumitomo Trust & Banking Co., Ltd. activity in U.S. Japanese real estate is commanding a estate growing amount of attention within the American real lacked has discussion of the phenomenon, however, Most industry. particularly as to investor motivation and detail, As a result, market segmentation. estate real most U.S. professionals whose product might be of interest to Japanese investors and are unable to understand this capital source to benefit from new investment, development and contracting opportunities which it might afford. This paper will focus on two central themes. First, the Economic conditions and Japanese are coming. insufficient domestic Japanese real estate opportunities make substantial and sustained Japanese investment in U.S. irreversible Second, trend. real generally understood. approach towards variation among favored vehicles, project opportunities to the diversity and activities estate Japanese realty an almost are greater There is no singular U.S. sizes real estate investment and goals of than is "Japan, investment. Inc." The products, development presents significant almost all participants in 5 depth the American real estate community. Part I primarily thesis is organized as follows. The offers background information, with Chapter I presenting a broad overview of current Japanese real estate investment in Chapter II elaborating and macroeconomic upon the U.S., and geopolitical factors which have a pronounced effect investment. such and Japanese governmental regulation has upon the export effect capital of This chapter also analyzes the role on into U.S. property, as as well that how regulation is being relaxed to permit more liberal outflows. -- investors II profiles five distinct kinds of Japanese Part life insurance companies, real construction companies, and small estate development companies, trading companies, non-institutional investors -- as a way of illustrating diverse Interconnections between realty. U.S. approaches to Japanese investment in these distinct sectors the also are explored, and the implications of such cooperation analyzed. In Part III, organizational and attitudinal similarities among different kinds of Japanese real estate investors reviewed (Chapter VII), are together with a case study of real estate investment activity in Washington D.C., where a surge of many such activity within the last twelve months of the trends analyzed in the body of illustrates the thesis (Chapter VIII). In Part IV, the authors elaborate upon their conclusions and enumerate perceived areas of opportunity for American real estate players. 6 A summary of conclusions reveals: exchange rates and Favorable 1. pressure political imbalance, upon the Japanese to address a chronic trade lack of real estate investment opportunities in Japan, opportunities resulting from changes to the perceived tax will code and U.S. significant Japanese "typical" Japanese investor promote to combine a investment in American real estate. nor is neither a There 2. developer. The nature of such real estate activity the vehicles employed, scale the cities and regions favored, and risk of projects -- Japanese Certain perceived. sectors presence than others. the is more varied than generally companies different from are better prepared to expand their industry -- Joint ventures between Japanese U.S. and U.S. partners will characterize many investment, development and construction activities. 3. largest Japanese life insurance companies, and most visible Japanese investors estate over the last few perhaps the in U.S. real years, will continue to expand the amount and diversity of their investments. 4. against Japanese construction firms intend domestic contractors by providing fully construction and development services, access to Japanese capital. 7 backed by to compete integrated financial to continue will real estate development companies Japanese 5. expand activities, development including rather Alternatively, residential and industrial projects. process, trading companies will become key intermediaries for other Japanese than participate the in development wishing to participate in U.S. real estate activities. There are opportunities for smaller U.S. property 6. tap Japanese to owners capital. Intermediation services and smaller American real estate owners/developers between investors Japanese like-sized diversification further of are Japanese available, investment promoting in U.S. property. Japanese decision-making, which adheres to strict 7. corporate hierarchy and conditions in the U.S. market that decisions quick is adapting to consensus-building, The Japanese are often vital to learning are in success the American real estate business. 8. Price premiums which have been paid by the Japanese investors because of inexperience are becoming a thing of the past. 9. continue Japanese investment in the Washington, to dramatically increase, absolute terms. both in D.C. will relative The Washington market is likely to remain a favored area of investment for the foreseeable future. 8 and PART I: AN INTRODUCTION TO THE JAPANESE REAL ESTATE INVESTOR A Broad Overview Chapter I: of Japanese Activity in U.S. Real Estate "We understand your way of thinking; we've studied your language, we've your we play watched your movies, Such comprehension is national sport. our very important when we explain analysis and recommendations to senior management." Junichi Kogo Associate Manager International Division Mitsui Real Estate Development Company, Ltd. business estate real "The combat... between particular people particular people." is and Kunio Ohsawa Manager, Real Estate Division Sumitomo Corporation The Case for Japanese Investment in U.S. Real Estate Japanese investment in U.S. host real estate is driven by a of mutually reinforcing factors, investment criteria, including financial macroeconomic and geopolitical trends, and domestic traditions. Why real estate, rather than other kinds of assets ? Specific interest in real estate -- as opposed to such financial instruments as Eurobonds or U.S. Treasuries -- is based on the fact that land in and consequently Japan is in short supply . . . land and buildings are [Also], very expensive. seldom sold in Japan, so the emerging appetite for more speculative transaction-oriented investments 9 cannot be met at home.(1) to an executive of a large Japanese according Furthermore, company, effective investment target in he driving such investment growth from rent by reviews U.S. and institutions: risks in times of economic potential appreciation; property protection against depreciation that engenders tax savings; currency motives the do not differ greatly from cites reasons The portfolio."(2) any an be to estate is considered "real insurance fluctuations; and a stable income source.(3) But, why U.S. real estate, rather than that in other countries ? Japanese three reasons why many are There investors have recently entered the U.S. real First, the Japanese are here estate market. stable the United States provides a because political and economic environment that guarantees [Secondly,) growth and free business conditions. is not a market although the U.S. real estate scale and in larger perfectly open one, it is much Most markets. open than the Japanese more the in higher be important, investment return may United States than in Japan.(4) 1973 Between and 1984, the U.S. Department of Commerce recorded 110 cases of Japanese direct investment in U.S. realty.(5) Standing alone, offer much insight, investments went however, this information does not for the value of many of unreported, and transactions were completely unreported. many other the known What most analysts agree upon is that, prior to 1982, aggregate Japanese direct investment in U.S. real estate was not great -$500 million. 10 no more than 1982, in Beginning annual real estate investment by Estimates by analysts on Japanese entities began to climb. Ministry Japanese of 15% between represented Finance real direct real although statistics, investment estate estate's percentage have would Japanese direct A similar amount and 35% of all for that year.(8) investment in the U.S. to according these amounts, Research Corp.)(7); Estate (Real of Commerce)(6) to $1.7 billion Department (source: of million direct real estate investment range from $630 1984 took place of total 1985, in Japanese estate investment fell in light of a 60% growth in non-real direct investment.(9) Predictions for vary significantly, will it point: investment 1986 Japanese real estate but there is consensus on one increase rather dramatically, critical convergence of numerous independent factors discussed in this paper. the due to later 1986 Such predictions place the amount of real estate investment at between $2 billion and direct $5 billion.(10) Assuming that the Japanese will increase their activity in U.S. real estate, the next question is: "how will it take place?" Selective Investment Criteria Location Japanese have a strong preference 11 for very well- located property. location", believe than was that adventurous, of repeated "location, in many of investors. while a cliche, our the Japanese are far more American less The We location, interviews. "I location-conscious tend to be a little more the Japanese will sometimes settle return in deference to location," says for Bruce Fowler, president of Chesshire Gibson Fowler, a Los Angelesbased real estate consulting firm which acts as a U.S. representative for a large Japanese development/construction firm.(11) There are definition which a number of components of "good location." First, in the Japanese there are areas in the Japanese have been involved for a long period of time and about which they have developed an intuitive "feel" from being local owners. Honolulu, Los American communities Such areas Angeles and San Francisco. in those cities would Large include Japanese- reinforce their desirability. Second, there is commercial centers. a general desire . . . New York", years, has spent institutions.(12) Mortgage Banking Managing who, much of his time working New the Boston to and the epicenter of that, of course, claims Jack Shaffer, Sonnenblick-Goldman in "The big money from is interested in 'Bowash' -- Washington corridor -is locate Recently, this has led the Japanese to focus more attention on the East Coast. Japan to Partner for with several Japanese York has a special appeal for 12 of most to purchase those skyscrapers -- result, buildings which are office other prime cities. product on purchasers willing to accept yields demand for Manhattan find to "It is very difficult buildings in Manhattan any more," said Tadao Toyofuku, Tokyo-based Deputy General Manager of the Department of Sumitomo Trust and wants to invest there. Furthermore, impossible to find range there."(14) Estate Real "for Banking, everyone while it is difficult [to locate good buildings of almost any size], have Manhattan 100-200 basis points lower than Nonetheless, outstrips supply. a many with York is a preferred port of entry, New Japanese the dream," that's their an official of Mitsubishi Trust & Banking.(13) As claims good be They think that they might the big skyscrapers. able in people have an impression "In Japan, American real estate. about and they believe that it epitomizes America for Japanese, it is almost $5-$10 good buildings in the million Such tight market conditions in Manhattan acted to enhance interest in the "Bowash" corridor in the last year. A further enticement is the fact that at each end of the cities corridor are into their with zoning notable Such regulations. restrictions built restrictions reinforce Japanese interest because viewed land-use as a mechanism to preserve property values they are through limitation of supply. Product and Area The vast majority of Japanese 13 income-producing real estate acquisitions has been in large-scale downtown office buildings. There are exceptions, and Hotel office in House Manhattan. buildings almost certainly represent well the portfolio value of Japanese investment 50% of property in which exceeds the percentage which income-producing realty, such The Essex Madison Square Garden condominia Overall, over such as in the aggregate represents portfolios of other foreign investors.(15) To some degree, Japanese construction companies and real estate development companies represent exceptions to While such general preference for downtown office product. property comprises the respective a large percentage of their investment activities, they are also building and developing a variety of product across the U.S. and regional markets. direct in second-tier Japanese contractors are cities following investments of Japanese manufacturers and automakers Illinois, and Washington. Japanese real estate in Michigan, companies, development which began building residential subdivisions in Southern California in the early 1970s, have expanded to markets such as Houston, In Phoenix. outside major both cases, Dallas, Atlanta, major activity has been metropolitan downtown areas. and located Construction companies, for one, are hesitant to commit more resources to office tower construction for they rightly overbuilt. many metropolitan areas are currently they want to establish competitive advantage integrated perceive by Instead, providing real estate services to high-growth sunbelt 14 that and western locations. Meanwhile, firms development the motives of real partially are estate their to attributable accumulated expertise in suburban and residential markets. investment Concentrated in large, several factors. buildings is explained by office downtown First, Japanese investors have been influenced by their experiences at home. There, are and particularly those in office buildings, considered estate the extraordinarily factor to due has real extended periods of high demand resulting in a current of between 0.2% and 2%. experience of most stable and secure forms investments, offered less Tokyo, vacancy On the other hand, The choice. the home segmentation between American downtown and suburban office markets is not as where investment-grade real estate mature in Japan, located exclusively in investing in the already alien Japanese U.S. Consequently, urban centers. market those idiosyncratic and are often reluctant to look at suburban office buildings because they have no domestic point of "Besides", is notes one representative, " we reference. prefer the commercial center."(16) Second, "first the wave" large Japanese institutions, been very investing upwards of preference for large investments is, principally efficiency: complex to smaller $100 investors per million capable project. in part, those of The a matter of projects are not necessarily any evaluate and negotiate than have costing less $5 million-$15 million, and they do not allow for the effective 15 Also, smaller asset base projects smaller into prominently many decision for for the large particularly investors, prestige the institutions. The with the also Name-recognition Japanese. facilitates the approval process back in Tokyo, many where be real estate men the decision-makers may neither familiar with the American market. realty Japanese carries great weight of such Americans reputation-conscious figures "Name" developers. or major by developed or are owned institutions it is less likely Furthermore, established back in Tokyo. American important an when budgets and staffing decisions are being consideration that is size portfolio and estate real U.S. institution's large a of the expand significantly do not projects -- portfolio of scale. of a large institution's clout and economies of use nor Japanese investors, For such American institutions and developers embody a wealth of experience and market acceptance -- qualities which, by riding coattails, the Japanese hope to assimilate. Finally, easily managed downtown annuity. office buildings are viewed The Japanese focus upon as an asset- management criteria for two key reasons. First, they want to maintain a high-quality physical plant, culture emphasizes Investor perspective. city, due quality to the large and a long-term representatives number of for their corporate investment believe that in professional a building management firms offering their services, one is more likely to find a company whose management standards match those 16 of (particularly facilities retail percentage hotels and certain types of Second, the Japanese owners. are sales) products already particular largest (Japan's has had considerable towards a much Unless the Japanese retailing company) with the in experience Daiei and JAL with hotels as such business, as deemed to be "business" as a real estate investment. investor oriented those centers, retail they believe it wise to shy away from such investment. Yield and Return Requirements the than executive Welch, No longer, market? Equitable's J. Timothy according to vice president of Equitable Estate Real and one who has worked directly Investment Management, Inc., with higher willing to pay prices investors Japanese Are the Japanese joint venture partners over last five years. been a lot of paying more for There's investors investors . . . Japanese talk about properties than U.S. But what was missed was the fact that the Japanese were willing to pay a premium to get top-quality, relatively low-risk buildings. If that period isn't over, it is approaching an end. (17) Japanese investors target investment criteria within relatively narrow band: of going-in yields on office buildings 8%-9% (except in Manhattan, where 5.5%-7% is the norm), and IRR's of 11%-13% (assuming a 3%-4% inflation and a 10-year hold). assumption These investors can accept a lower provided that the property initial cash-on-cash yield, well-located a and that a significant portion of the 17 is current leases are both under-market and up for renewal or re- leasing in the next two-to-three years. The Japanese do not place much reliance upon IRR as measure of a project's investment quality. Granted, method of currently valuing project flows, healthy skepticism estate too -- community, assumptions about the many within American reinvestment rate, and but it In would This is not of other has Americans "[the] Japanese than their American counterparts about the IRR as a measure of return. wary about the of number well- similar; enthusiastic less are investors been the The experience nor founded upon clear assumptions. defined would be it was neither if he did, specific IRR targeted or, be the investor had no interviews, many for given their propensity quite favorably disposed towards its use. however. the need view real estate with a long-term perspective, case, a real particularly with respect to logical to assume that the Japanese, to as a IRR generates the future-sale assumptions -- and inflation among a They are assumptions required and distrustful of the reliance on residual value."(18) Investment Vehicles the Given great investors active in the U.S. come as no surprise similarly diverse. of Japanese real estate market, it should growing and that the variety forms of investment are Nonetheless, most Americans are unaware of such variety among Japanese investment mechanisms. 18 have employed many forms of real Japanese The estate investment, such as: All equity purchases (from 50%-100%) Credit enhancement/ letters of credit Convertible loans Mini-permanent loans Participating loans Hybrid debt/equity development financing Below-market financing associated with deals in which Japanese construction companies hold a construction-related perform and position services. 1. 2. 3. 4. 5. 6. 7. a Moreover, preference a showing to response while rebound investments in in values existing increase. and should rights equity conversion property development is investors Japanese Straight well-established buildings are still favored by many, in This a in certain can enjoy the security of a priority lienor retaining and loans. the temporary oversupply of space They markets. for convertible taken by many approach cautionary are growing number of Japanese investors markets equity office but equity investments deals are losing popularity -- for reasons which will be elaborated upon in Part II later in the paper. Summary In summary, "activity if one were to choose a single profile" for Japanese investors, generalized developers or contractors, the choice would be: -a well-located, fully-leased downtown office building on which the Japanese investor has placed a convertible loan which currently yields 8%-9% and 19 shows an internal rate of return of 11%-13%; -a western medium-sized or construction project south-central city in in which a the contractor can co-venture with an established local developer and contribute a portion of project financing; or, -an in attractive suburban development proposal a sunbelt area in which the Japanese developer can invest while learning the essential elements of the development and Japanese investors intermediation of brokerage may a businesses. participate trading Other through company the or the development company itself. However, such a profile would not do justice to the true diversity of Japanese to nor investors, sophistication. As will be demonstrated later, strategies greatly. factor in vary "Shadow" an investment decision. themselves is company's prior often a goal in experience, itself; a investment goals often The desire desire their to play educate depending to a on explore a new markets and new products may underpin investment decisions. One thing is for certain: there is no "Japan, Inc." 20 Chapter II Relevant Macroeconomic and Regulatory Factors A. Economic Overview: Surplus-driven Investment "The exchange rate is like the for rocket booster Challenger Japanese real estate activity in the U.S...it keeps pushing up, up, up.. .and then, what?" Kunio Ohsawa Manager, Real Estate Sumitomo Corporation the U.S. in activity construction investment, estate real Japanese factors which collectively boost real and securities estate volatile four in Japan are financial U.S. on U.S. government higher than comparable Returns are in trade First, savings and the U.S. in Japan, investments by are affected investment and real estate. instruments and investment. domestics levels of record fueling Second, enormous and surpluses development is politically stable. increasing exchange rates are driving an real proportion of such investment into hard assets such as estate, which will conserve value and generate capital gains when develop real Japanese present, and dollars, against falls eventually yen the estate participants construct in the U.S. it and with dollar. the borrowing inexpensive very is less risky to hedge capital with Third, and invest, can estate assets than with interest differentials on instruments. pending U.S. tax reform encourages equity financing of At real financial discourages real estate This favors Japanese developers investment and development. 21 who contractors and in cash-rich or banks. real estate estate owners Since Japanese real Japan. fund and Japanese is more available capital than there opportunity rarely investments with powerful relationships close Fourth, finance projects because they are either development enjoy can sell property and land is scarce for new development projects, real estate investors, developers and contractors must look overseas for business opportunities. Japanese activity in U.S. real estate markets occurs in the context of profound economic disequilibrium between two nations. A recent spate of trade negotiations involving Japanese semiconductor exports and U.S. of and textile the import restrictions manufactured goods aims to projected 1986 trade deficit of $66 billion. decelerate U.S. a pressure on Japanese authorities to adopt market-opening measures and stimulate domestic demand is occuring against a backdrop of massive capital export to the U.S., billion this year. projected to reach $77 as the U.S. became the world's In 1986, largest debtor nation, Japan assumed the role of the world's largest creditor. Japan's predominant role is the consequence of historic measures post-war to war-ravaged reconstruct a economic competitiveness as policy the conceived key to national economy. of survival Japanese economic without military power. Japan became a savings-intensive economy and a major exporter of capital. 22 Japan's economic miracle and goods industrial reconversion expanded Japanese subsequent and structured economic power on and services worldwide, foundation three-fold of manufacturing in revolution" industrial concentration on service sectors, "new the advantage: extended a technology, and expansion of research and development activities.(19) By 1980, Japan had surpassed the U.S. as the leading global producer of autos, and a year later it instituted a ten-year government plan to fifth generation Japanese systems.(20) technological productivity. become firms developed skills for and change the managing improvements achieving a computer advanced of producer number-one world's in order to computer system build in In the service sector, companies concentrated financial resources into fast growing areas such as fashion, publishing, tourism, construction, and real estate. Research and development of commercial technologies by large private sector companies led to rapid applications in such fields as microelectronics and biotechnology. Japanese human resources rivaled those of capital, and high companies of standards successfully for managers excelled at planning quality, completed and Japanese world-wide trading projects of great complexity. Public discussion of Japan's competitive advantage unfortunately exchange been rates, limited to economists' narrow views interest differentials and savings has of rates. However, there is much to suggest that measures for reducing chronic trade imbalance must 23 attack structural problems than focus on cyclical patterns of Japanese external rather surpluses, such as those which occured in 1972 and 1978.(21) For example, the the cost of policies help keep savings rates high, the low, trade "neomercantilist government's Japanese and rapid, of new inventions commercialization capital barriers in line with national strategy."(22) Despite the recent call by the Nakasone administration for increased domestic spending, will adjustment economic a be long process, because manufacturing productivity improvements can price lower on increases Japanese internal Japanese government domestic policies to deficits stimulate public and products export will constrain works spending. History shows that, as in the case of Britain and the United States, surpluses Japanese profits the to as have outflows capital economic over the last three years and this current-account surplus dynamism. offset than more account current growing long-term the result of Japanese billion, accumulate countries year, will trade although reach US$66 the long-term capital-account balance is projected register a US$77 billion exports play many roles, deficit.(23) capital Such such as restraining U.S. interest rates and moderating inflation through the finance of imports. one-third increase sharply forcing cheap Japanese capital exports account for approximately the U.S. of in present adjustment the weaker current account dollar. Ministry of deficit, period following Lower interest rates at Finance 24 (MOF) may and officials home to a are allow abroad investors to access better investments Japanese options securities, which outflows, capital impact will Massive estate. real estate real U.S. likely to continue at very high levels for a are activity, and markets, in foreseeable future. The yen's 40% appreciation against the dollar, from 260 in rate exchange Yen-financed huge for stage U.S. of had conversion market. Japanese level. long-term in Some recent 60% of these yen- the in financed been foreign of purchases Japanese historically securities the short-term rates dropped during the year. last once investments future stabilizes at some dollar bonds since U.S. heightened has have greatly increased investments investors spring 1986, government securities and set the purchases of U.S. dollar August 1985 to 154 in February purchases, however, were funded with short-term dollar borrowings from foreign branches of Japanese uncertainty over the exchange outlook. has As a result, the yen stayed high because of a lesser amount financed with decreased and converted-yen funds. U.S. pressure purchases investments rates long-term on long-term because securities put on short-term rates and reverse downward on long-term rates. between of short-term rates remained stable, in spite of discount rate cuts by the Federal Reserve, financed investor to due banks dollarupward pressure In turn, this has caused the difference short- and long-term rates on U.S. 25 securities to narrow and plateau further financings of bonds with dollars. In generally targeted for savings. for bond purchases, savings in dollars. the When these dollars are used corporations cannot borrow as however, and the net effect is to generate usual and are not other obligations of corporations, and wages, taxes, pay short-term dollar funds are used to Japan, Japanese domestic When the yen finally stabilizes against Japanese investments in dollar bonds will once dollar, again be financed with yen-converted funds. Because Japanese low, this seeking good domestic yields on investment will likely remain should another sizable pool of funds create investment opportunities overseas. Three factors indicate an increase in the popularity of transactions and, futures these for outlet importantly, floating First, funds. real estate as an exchange-rate systems have not worked well since countries began to relax capital movement restrictions in the early 1980s. capital international rates exchange compelled are governments to more transactions in As such, manage actively to balance current accounts. allow to order For example, recent initiatives by the Japanese Ministry of Finance (MOF) to permit trust banks to invest abroad and life companies estate are to purchase driven against the dollar. banks more foreign securities by the rapid appreciation In particular, of and the yen foreign MOF deregulation should become a flexible 26 real as of August 1986 trust will be allowed to operate trust accounts in currencies. insurance tool for increasing the ability government's manipulate to exchange rates. Second, Japanese institutional investors are restricted from participating in overseas futures and options markets. rate trading In an increasingly volatile international interest environment, Japanese investors have bought return to stabilize and improve the rate of securities foreign on their assets. In effect, they must run considerable risks to take advantage of a difference between domestic and foreign interest rates in order to hedge against Since Japan is a huge exporter of exchange capital, risks. the MOF will be compelled to permit Japanese investors to take advantage risk management products. to long-term Just as Japanese investors desire products, short-term exposures with futures hedge positions with of options, and institutions similarly will desire to invest in hard real estate assets to maintain extended returns and security on investments. overseas Surplus funds and a keen desire to limit precarious exchange environments and will drive Japanese institutional, corporate, individuals buyers to invest in a diversified range of U.S. real estate products. Third, a stronger yen and cheaper oil have combined to increase Japanese current account surpluses. MOF Therefore, the is likely to place emphasis on implementing measures investment to remedy the current imbalance. structural Foreign direct in U.S.-based manufacturing facilities will be a 27 key reduce exports to means promote and trade gradual companies construction balance and will benefit Japanese abroad. Tax incentives to the private sector should hasten overseas, movement industrial particularly U.S. the to Internal expansion of the economy will be limited, however, because Japanese government debt to GNP is among the highest of of the industrialized nations and the anticipated burden programs for Japan's aging population is expected to social grow. In essence, these measures suggest a forceful argument for as such assets options, futures, foreign risk-hedging increased Japanese investment in and real In estate. Japanese investment in U.S. real addition to these factors, U.S. estate is further boosted by favorable exchange rates, tax reform measures and domestic Japanese land scarcity. overseas into diversification Japanese estate. real investors anticipate substantial capital gain from on dollar denominated assets, shifts rush into dollar bonds and, when investors further. asset rates provide additional incentive for Exchange feel that This explains, exchange hence there will be a real to lesser extent, the dollar will estate fall not any in part, the reluctance of Federal Reserve and Bank of Japan officials to intervene in currency markets of late, even when the exchange rate has become unruly. Support of the dollar will send signals to investors that the slide of the dollar has ended, undertaken and will only when a weaker dollar threatens to drive up 28 be U.S. interest rates. Taxes whereas such, in Japan have traditionally promoted they have incentivized in the U.S. savings, borrowing. As tax reform measures in both nations are attempting to Japanese tax incentives correct opposite economic extremes. aim to increase new investment in housing and infrastructure of and relieve exchange rate and trade pressures by the use to They serve home. at capital more artificial reduce incentives to save and disincentives to invest. In the U.S., the opposite is true: tax law changes will attempt to reduce In save. incentives to borrow and disincentives to artificial is the real estate sector Japan and the United States, particularly impacted by these changes. to investors require overseas. for Annual development. lease turnover rates average under .2%, and leasehold favor existing tenants. is Evicting considered increase rents Japanese business practice. long leases pay less than a tenant unacceptable in estate new behavior to in Many tenants with interminably half current developments in commercial companies laws order rates. market Existing office space is nearly full and demand far projected both of an acute shortage from and available land space office suffers Tokyo investments productive for search positively conditions real estate Japanese Domestic exceeds locations. estimate that 43 million square feet Real of office space is required for the future to satisfy the needs 29 of domestic real and foreign corporations in debt and low expenses. Major with assets companies' own fully depreciated estate little Tokyo.(24) Nevertheless, yields on leasing operations average barely 1-2%, less than one-fourth the comparable return on commercial properties in Manhattan. giants such as estate Real Japan's largest developable commercial landlord, which desperately land in order to be able to relocate is seek existing Investors profitable office space. and build new, tenants Estate, Mitsubishi are thwarted by leases which neither turn nor produce market returns, and extension of and encourages credit. major property Market conditions An apparent solution is space. justify to invest, in the United States where tax develop rather than strictly debt equity of but have no projects which can borrow, Developers build, contractors cannot build for lack and acquisitions at home and financing development tax reform reforms of projects. abroad channeling real estate opportunities from Japan to the are U.S. for an entire spectrum of Japanese institutional, corporate, and individual real estate participants. Against the of backdrop these economic factors, Japanese measures have an objective of stimulating domestic demand and maintaining a high yen/dollar rate. surpluses and moderate current account external assets, which billion, the world's largest. maintenance of increase will Japan's reached $120 Economic history shows that as of last year had external assets depends on free 30 This trade and partner trading power military seeking to exchange leverage, to invest preserve risk external overseas to: hedging, credits. diffuse trading Japan and is partner anxiety and finance debtor country obligations; increase the use of yen-denominated capital; and, take a direct role (via MOF) in capital adjustment international monetary system. 31 policies throughout the B. The Japanese Ministry of Finance: A Force To Be Contended With The Ministry of Finance (MOF) is an enormously powerful It combines governmental agency. and ministerial regulatory, functions in such a way as to discretionary influence Japan's economy far more comprehensively than any comparable It body. U.S. is a kind of Department of Treasury, Department of Commerce and Federal Reserve Board, all rolled More relevantly, the role and effect of the MOF into one. on Japanese investment in U.S. indeed, and Americans real estate is planning to significant Japanese with work investors should be aware of its impact. real Currently, Japanese estate investments undertaken trust banks and pension life insurance companies, funds are strictly regulated by the MOF. At present, due to many of the macroeconomic factors noted earlier, of its restrictions upon the the MOF is export relaxing some Japanese capital into foreign currency denominated including real estate. companies and life In March of 1986, trust banks were permitted to of percentage their assets instruments from 10 % to 25%. by held in assets, insurance increase foreign of the currency Five months later, on August 6, the MOF increased the percentage again, this time to 30%; furthermore, with which it removed regulations which limited the speed a company could increase the holdings in its foreign asset portfolio up to the 30% benchmark. One should not interpret 32 such relaxations as an of abdication power, however. First of all there , is MOF permanent. nothing to suggest that these actions are policy, and regulations related thereto, may change rapidly and almost without warning. For instance, in 1975, in order to stem a superheated domestic land boom, the MOF prohibited almost all investors in U.S. Prior to 1980, just life insurance companies, not funds -- estate. real in companies from investing insurance life real estate -- trust banks and pension were subject to strict regulation by the And MOF. prior to 1981, life insurance companies were prohibited from real overseas in investing the than Other estate. constraints of current governmental policy, there is nothing to prohibit the reinstatement such of all or of some regulatory restraints. The Investment Approval Process Even of Ministry the real which Simply said, MOF. real estate are lightly and receive little more than perfunctory review. certain by development companies regulated the scrutiny such investment must be approved by the every Investments such sectors, or trading played by however; companies, trust because of the fiduciary such organizations, 33 as companies, is not the case with life insurance banks and pension funds, role understand real estate investments are given. overseas This to American for it is important Finance, professionals estate almost than the broad policies established by more MOF feels a special Real to the manager of the International According investment. of Nippon Division Estate prospective each scrutinize closely to obligation Insurance Life Company, Japan's largest, The Ministry [of Finance] checks the submitted application to determine whether the project is especially whether the and stable, healthy, investment risks are minimized and a reasonable expected. amount of investment return can be Sometimes, the Ministry requires the applicant to provide explanations of the U.S. market, results of the about information studies, feasibility and reliability and creditability of partners whatever other information it deems pertinent.(24) standards and of absence the Furthermore, articulated clearly any prospective procedures to which a Japanese investor must adhere further complicates the process. The that it decision, consequence to may take up to six months for the MOF may which is of such a rigorous review process veto. very well be a a make Knowledgeable industry executives, however, claim that the time period has generally shortened as the MOF has become more familiar with the real American restrictions on Furthermore, the departments investments overseas policy their relaxed. have larger Japanese institutions have special to whose sole function is to work with the MOF that all information expeditiously and that immediately. To institutions will negotiation stage ensure as and market estate any further apply in questions expedite to the MOF the 34 U.S., honored are requests answered are the process, while still attempting to such in the work a parallel track in an effort to avoid disadvantageous delays. such have to enough large institutions Consequently, departments enjoy a comparative advantage over those that do not. The Mystery of MOF, and How Americans Can Deal With It American most To Ministry the investors, on fashion, Federal Reserve Board, As with our own actions effective dates for date the generally are guidelines discreet most policy changes and tangible but rarely ensured; are often rumored, new a not under a veil of secrecy. if Furthermore, and anxiety. the MOF operates in larger scale, a and process ad hoc review the injects an element of mystery -- Japanese cryptic a is Finance Certainly, agency. byzantine of many to and observers, the of public announcement, not some future date. There are a number of steps which Americans can take to enhance position their -- vicariously the dealing when Ministry of Finance. -- with The albeit first is attitudinal; be prepared for contracts submitted by Japanese institutions to include the clause, approval by the Ministry of Finance." negotiations, venture an of approval unfair "subject to review to one At an early stage in should ask the prospective investor to gain MOF While it would be unrealistic and individual, the opinion on how long it might take to the deal. and expect a guarantee 35 from said be helpful, should information and could be critical of importance. Secondly, the the more information one can provide to the better. prospective Japanese investor, Expect that the investor will be required to submit detailed information and sophisticated and the earlier it is submitted quality of the information, to MOF, The better the project analyses to the MOF. favorable the better one's chances of a quick and approval. Finally, quick extremely the if prospective investment or decision, is one would do better venture which is unfamiliar to the MOF, to regulated rigorously sophisticated thereby Japanese those to look investors by the ministry. arcane particularly a who as not are a Even if highly one, investment is an extremely conservative satisfying the "prudent investor" standard to which must corporate fiduciaries such as life insurance companies comply, an requires can one be assured that the MOF spend will an inordinately long time getting into the details of the deal. This is not officials to in any way suggest, MOF that however, would have difficulty in comprehending the deal; indeed, almost all parties familiar with such officials have a very high regard for their sophistication and competence. Instead, it is meant deal, and takes longer to comprehend the suggest to particularly a complex one, that any first time through. Thus, in conclusion, Americans dealing with 36 Japanese investors should always be attentive to the role played the Ministry of Finance. 37 by PART II: DIFFERENT STROKES FOR DIFFERENT FOLKS: PROFILES OF DISTINCT TYPES OF INVESTORS this section the authors evaluate various "sectors" In or categories of Japanese real estate investors the U.S. that market. active Understanding the traits and in standards are characteristic of each sector provides a base-line profile, while idiosyncracies which differentiate companies within each sector demonstrate the dynamism and diversity of investors wishing to place their money in U.S. Further, examples of cooperation between Japanese companies from different sectors are portrayed, eye real estate. toward understanding and reviewed with how such interconnections an would affect U.S. investment strategies. At least nine distinct sectors of real estate investors exist within Japan. a. b. c. d. e. f. g. h. i. In addition, Among these bankers. have They are: Life insurance companies Construction companies Development companies Trading companies Trust banks Securities firms Individuals Commercial banks Leasing companies many and merchant such as manufacturing, likewise firms, are consulting Other sectors, significant positions in real ownership exist. related or hybrid organizations brokers estate, although such is typically ancillary to the principal corporate 38 activity and is not investment-oriented. -- them of Four -- companies reviewed individually, are as examples of smaller non-institutional by made being securities while firms and individuals are analyzed together investments trading companies, and real estate development companies, construction companies, insurance life sectors. aforementioned six of the of activities estate real U.S. we evaluate the In the following chapters, investors. has estate market. large and very by resources permit estate; the U.S. The staffs of trust banks are relatively Many trained. well real-estate American trust banks to invest their own funds in Accordingly, clients on such investment. profile" trust of and strategies insurance banks is functionally goals companies, U.S. not real may only represent and advise their they instead, these supplement Ministry of Finance does the Yet, an with affiliating firm. consulting real been quite active in actually banks, trust sectors, these One of in detail. evaluated not few words on two sectors which are a however, First, their of defined clients, pension funds, "investment the to by wit, the life corporations and high net-worth individuals. The other sector, to directly prohibiting investments invest Japanese are pension funds, in U.S. pension real funds is not yet permitted estate. from to those suffered analogous 39 Restrictions making by such American funds prior to passage of ERISA in pension banks, trust and is each regulated department of the Ministry of Finance. by Pensioncompanies assets are managed either by life insurance fund or 1974. a separate Currently, a small, almost insignificant amount of that pension-fund money which is managed by life insurance companies in commingled funds has been invested in U.S. real estate; to date, however, the MOF has not permitted trust banks to make such investments on behalf of their pension fund clients. While Japanese pension funds are not currently a factor in American real estate, U.S. would realty. such permit pension-fund capital to flow into Nonetheless, in view of the fact that Japan's four largest trust banks -Yasuda more assets -- regulatory relaxations are It is unknown to what degree reportedly imminent.(25) relaxation major manage aggregate pension fund than $40 billion, exceed Mitsubishi, Mitsui, Sumitomo and $250 assets while total Japanese billion, even a totaling pension relatively fund small percentage allocated to American real estate would amount to a significant gross capital inflow. 40 Chapter III: Life Insurance Companies: Growing Activity, Growing Conservatism " Our dream is to everything do ourselves." Moribe Takahide Manager International Real Estate Investment Division Nippon Life Insurance Company life Japanese behind Japanese investment in U.S. major capital offshore realty, market source force major insurance companies are a and represent a American for In the pages which follow, we estate owners and developers. market evaluate not only the size and scale of this capital diversity First, we insurance in intra-sector identify and highlight the also but sector, and goals investment strategies, criteria. present a brief synopsis of the status company real in investment Japanese real of life estate, followed by an overview of life insurance company investment patterns. realty, insurance industry Third, Nippon a case study of a major investor in U.S. the life Life, company is used approach and A characteristics. to to illustrate section detailing investmerts made by other Japanese life insurance follows, with salient illuminate emphasis upon lessons learned. The U.S. companies chapter ends with a summary profile of investment characteristics of Japanese life insurance companies. 41 Overview Japanese life insurance companies are not newcomers There investment. estate real life twenty-three are to insurance companies in Japan with aggregate assets in excess of $275 billion, and collectively they own approximately $13 of billion product.(26) office commercial although the 20% permitted by below is represents amount This a percentage approximately 6.5% of their total book assets, which, which almost all of Japanese real estate, MOF, the is understated in light of the fact that real estate assets are Two of the four largest owners reported at book value. commercial Japanese Nippon companies: real estate (second largest, are of insurance life with 17 million square feet of leasable space book valued at $2.75 billion in real with 12.5 estate assets) and largest, Sumitomo (fourth million square feet book valued at $1.75 billion). are Japanese life insurance companies collectively, Taken in among the largest investors of any of the aforementioned "sectors," holding in property of $1.2 billion of American real estate. excess however, only six invested in the U.S.: Asahi income-producing U.S. and Mitsui. investing in the U.S. insurance industry, companies are also of Japan's Nippon, a Such Sumitomo, number small have lifes twenty-three Dai-ichi, date, To of Meiji, companies life suggests a hierarchy within the and one indeed the six of the 42 exists: seven these largest six within Japanese life insurance companies. As it relates to U.S. in to the attributable part large such a hierarchy is investment, asset As of December 31, respective companies. bases the of 1985, the total corporate assets of these six companies were as follows: $42,498,000,000 $27,906,000,000 $23,129,000,000 $15,313,000,000 $13,793,000,000 $10,446,000,000 Nippon Life: Dai-Ichi Life: Sumitomo Life: Meiji Mutual Life: Asahi Mutual Life: Mitsui Mutual Life: By -- companies Prudential, largest three America's comparison, life (27) insurance Metropolitan and Equitable -- had year-end 1985 assets of $91,139,140,000, $76,494,165,000 and while respectively,(28) $47,989,964,000 Aetna & Life Casualty had year-end 1985 assets of $58,294,000,000.(29) assets those Of held in real estate, twenty percent is allocated to U.S. realty. function a is -- As a consequence, This allocation Finance investment Japan's sixth largest life insurance company, with assets New England Mutual and MONY is limited to $200 million-to-$250 million of U.S. real estate within its portfolio; $50 than even a company of Meiji's size exceeding those of MassMutual, -- of Ministry more together with in-house standards of portfolio restrictions, prudence. of no - $100 million. establishing an its annual investment range is Therefore, organizational given the entry costs structure direct investments in U.S. real estate -- to of coordinate capitalization and formation of a U.S. subsidiary, establishment of offices and staffing up -- only a suitably large insurance company 43 can Admittedly, easily afford to set up shop. one way to help cover such overhead costs would be to increase the amount of in the form of commingled funds, made on behalf investment, of clients and beneficiaries; together with a MOF regulations, goal. However, desire to learn more about the U.S. limit money, clients' the this is a long-term indeed, prudent market prior to using of life ability current insurance companies to do so. Investment Patterns and Parameters investment, " For equity investment is our motto" long-term Nippon Life Annual Report, 1985 life Japanese with credited of the companies are being the most conservative of the investors in U.S. Arthur insurance Mitchell, Japanese "Typically," according real estate. to an lawyer with the international law firm Coudert Brothers and one who will be profiled later in "Japanese life insurance companies prefer joint paper, ventures generally with developers large typically, companies; they look or to American insurance long investment a they do not readily entertain the thought horizon, for selling; typically, they accept a lower return, seek an income guarantee in the early years."(30) but of they Most life insurance company representatives are quick to emphasize the underwriting limitations to 44 which they must adhere: fiduciaries as obligations their for holders; policy matching of assets against liabilities; and strict review by the Ministry of Finance. "real report, of operations estate investments are ideally suited to the life insurance companies in to yield long-term income."(31) potential risks," notes Akira Yashiro, for cuts, short long very view. of view their "We cannot take Dai- chief representative of Japan's second largest. Life Company, Ichi As noted in Sumitomo's 1985 annual take "We we are a life insurance company having It may take a long time, we but no a don't care."(32) the In Life's summer of 1984, international which representative real estate section wrote manifesto" for those "investment companies a invest Japanese in U.S. of a sort of insurance life The author's Nippon words are applicable to the industry as a whole: Nippon Life seeks long-term, stable real estate investment in the United States that is compatible life the nature of funds available to with speculative avoids It companies. insurance investments such as those that promise short-term An insurance company like Nippon capital gain. Life has to make sure that every effort to minimize the investment risks that accompany high-return This investment policy means ventures is taken. that the company has focused on existing prime buildings in financial districts in major cities .. It is reluctant to invest in growing cities, suburban areas and development projects because it believes that such investments are speculative and vulnerable to changes in the state of the economy. (emphasis added) (33) Furthermore, life unlike their American insurance companies 45 cannot counterparts, make Japanese unsubordinated loans on U.S. permanent The Ministry of Finance even investments; such prohibits property. are companies insurance debt, convertible obligated to outright purchase, in however, straight invest by way latter, the loans are often permitted permanent of co- or as an equity in the case of a joint venture; venturer that The result is do not satisfy its scrutiny. vehicles debt participating if used as leverage to acquire the equity stake. Given such limited investment options, and in light of the putative conservatism of the life insurance one might Japanese investor would opt for the relatively conservative convertible loan likely or expect that a nascent companies, outright purchase vehicles, provided adequate ratios and yield protections were put in place. coverage As will be shown, however, this is not necessarily the case, for while there is uniform the conservatism, of the respective insurance suggest that they have chosen investment paths of companies varying actions of gospel the to adherence verbal risk. One man's conservatism is another man's "speculative and vulnerable" investment. Case study: Nippon Life Insurance Company It is generally acknowledged that Nippon Life is leader among Japanese life insurance companies investing U.S. years, real estate. ahead of "They are substantially, contemporaries their 46 in the in if not light terms of sophistication and experience," according to a knowledgeable institutional representative.(34) 1889, are they they total Metropolitan Prudential, company. assets in excess of $40 billion, million owned by their U.S. subsidiary, they Of that and Equitable. $2.75 billion is in Japanese real estate, Because topped largest, fourth world's the are insurance life Japan's largest with Furthermore, in Founded advantage. size allows them an Nippon's by only amount, with another $500 Nissei Realty, Inc. are not licensed in the U.S., Japanese life insurance companies are not permitted to directly invest the in their own name, U.S. through wholly-owned U.S. and as a result, subsidiaries. was invested by Nissei in U.S. realty in in must invest Over $300 million 1985, alone. investment goals are not materially different Nissei's from those of other Japanese life insurance companies: investment exploring has been Life Nippon opportunities giving the highest priorities to high quality buildings located in the business districts Our major concern is to realize of major cities. the highest possible income gain from long-term Company The such buildings. of possession accordingly has adopted a basic policy of working in partnership with major developers, insurance companies, pension funds or other concerns in the U.S. that have a similar objective.(35) While this statement appears to be quite consistent with the investment parameters of the industry , it is interesting to in the short period from the summer of note that, December 1985, investments Nippon's strictly goals stated limited 47 to had existing 1984 evolved buildings to from to ventures ( projects because . . a of reflection confidence; Such economy"). it Nissei's corporate is more than goals which seem to set Nissei at the methodology forefront growing and dynamism seen as be may evolution development . such investments are speculative and vulnerable to changes in the state of the an in] are reluctant to invest "[we joint development those in previously unpalatable include life Japanese those of companies insurance investing in U.S. realty. The Organization antedates companies. by It companies. U.S. the real estate market life insurance began evaluating the market as a potential that of other far target in 1978 -permitted in presence Nippon's Japanese three years before the Ministry of Finance direct investment by This evaluation was whose Japanese largely life insurance coordinated decade of experience in by Nippon's Takahide Moribe, domestic real estate division in Osaka prepared him for the expansion abroad. 1979, In deregulation, named two Nippon years Ministry Moribe as its vice president and office absorb information day when they of Finance formed Nissei Realty in New York staff of Nissei (currently, the before chief. four professionals) set out and The to about the U.S. market in anticipation of would be at strategic plan was formulated, 48 liberty to invest. A calling essentially for four institutional without properties investments direct third, institutions; partners; such with projects development second, properties; existing in investor institutional U.S. respected a with investment cautious first, stages: separate in existing and finally, directly and independently negotiated development deals. Then, as now, Nissei underook its own research in-house to develop its own information base, and solely upon consultants and other advisors. a local notes business," information."(36) Thus , "Real estate is we fresh like and with the structure in place expertise of level their "and Moribe, Nissei growing, rely rather than the awaited opportunity to invest. The Deals As as soon the Ministry of Finance permitted life insurance companies to invest in U.S. realty in 1981, Nissei charted the a cautious course of investment in accordance plan. strategic stage of its first in July 1981, Equitable's acquired Nissei interest in 645 Furthermore, scale. wanted to start on a relatively small a fifty Madison it Accordingly, of percent Avenue, square-foot Manhattan office building. with the 145,000- a It was a landmark acquisition as well, for it was the first such purchase by a Japanese life insurance company. subsequent) investments, the project; "we like In this (and with all Nissei became a general partner in to 49 be deeply involved in the so that we can acquire the know- management of the project, how Equitable A spokesman for the to do everything."(37) "They confirms such involvement by Nissei, and welcomes it. are by and prepared, well very different a bringing perspective to the process, can be very helpful."(38) Almost two years passed before Nissei acquired its next property interest. The time in between purchases was used to as analyze the operations of 645 Madison Avenue thoroughly, In April 1983, Nissei acquired well as the market at large. in leased, a Center, Resources 425,000-square-foot of the This was followed in August 1984 with stake.(39) purchase office $40 million for building in Houston; Nissei reportedly paid the Continental Hine's fifty percent of Gerald of excess fifty percent interest in a Bank Union the Square project, a 606,000-square-foot office building in the Like 645 Madison Avenue, this interest CBD of Los Angeles. acquired was from fifty remaining which Equitable, the Nissei's investment percent. the retained them cost approximately $85 million.(40) the interest in an existing office building in a partial downtown, with a large, of a major sophisticated institution as their Their portfolio was diversified only in a regional partner. product diversification. plan, shared acquisition the character: fundamental same sense; all of Nissei's investments to this point, Up was type investment and Nissei, By 1985, prepared to embark 50 on vehicle lacked any in accordance with its its second stage of investment. The first investment in 1985 was the financing of Japan Line's Air of purchase Marriott. from House the Essex Nissei issued a convertible loan against the property, which reportedly cost to This vehicle enabled Nissei $175 million. learn about American (or more operations hotel without the York) specifically, New accompanying managerial debt concerns, while retaining the ability to convert their into an for scheduled project: completion, 1987 a and is and the Equitable is and Nissei to the venture, the will they together with a stake in the project on which they receive a non-preferred return. acquisition development which in exchange for receive annual debt service on their loan, equity Together, co-financier. are lending all of Equitable large blue-blood a Trammell Crow is the developer, Johnson/Burgee the architect, costs is This 53-story tower Ross Avenue in Dallas. Tower/2200 Commerce Texas Nissei's first developmental joint venture, by followed This transaction was equity stake. a of The final transaction in 1985 was the forward purchase option building in Washington, D.C. for an office When purchased, this building will represent Nissei's first U.S. real estate investment in which it acquired one hundred percent of the any partners characteristic or of co-venturers -- the an third stage of deal, investment Nissei's without which is strategic plan. Thus, by the end of 1985, 51 Nissei had undertaken many advancements strategic in a year's time: their (2) regionally remained portfolio of to in excess of $500 their portfolio had more than doubled, million; (1) the size diversified, while adding a little diversity in product type relationships were established, partner giving it greater exposure important expand the real estate community and enabling it to within educational its new (3) vehicles; investment and base; and (4) it had committed itself to going it alone on a project. view to the future seems to be well Nissei's as noted in the introduction to this chapter, they Clearly, at ourselves," point hope to "do everything one their investment portfolio evolution of systematic approach towards this goal. -- charted. and suggests the a A likely next step and one consistent with the fourth stage of the strategic will be a joint venture in which they are the -- plan sole partner of an American developer. Yet, there does not appear to be a firm timetable of the strategic plan, fulfillment Nippon exude investing in oversaturated, in patience. the and representatives of risks of asked about at a time when many the markets Moribe is philosophically sanguine. are "People the United States sometimes forget that real estate is a cyclical business. & U.S. When for York's I recall when people laughed at Olympia Manhattan acquisitions in the late '70s. Houston will recover within our investment cycle."(41) 52 Even Divergent Paths and Lessons Learned Nippon Thus, insurance company, office in the U.S., and is but that the it was the first to establish an closely, the first to study the market Given this, one might naturally other Japanese life insurance companies the first to invest. expect life Japanese not only the largest which followed Nippon into U.S. real estate investment would largely pattern their investment strategies after Such parallels have been surprisingly infrequent, both as to investment characteristics and Nippon's. however, plans strategic (or lack thereof). A large condominium project in a midwest city was the investment for one of the "gang of six.". The initial U.S. company, according to one of its representatives, would have preferred to office U.S. building. Nevertheless, proceed as an equity co-venturer was made, by their partner, a Japanese construction company. the the an decision to prompted in part preexisting relationship with the have sagged, in "get its feet wet" with an investment other venture Condominium sales due in part to a glut of product. Currently, units are being leased pending the return of a stronger market. "and "[I]t was a test," said a company spokesman, we paid the tuition."(42) Another company's initial entry in to the enjoyed similarly mixed success. U.S. market Relying in part upon the development expertise of the American developer, and gaining 53 comfort the life insurance company -- co-venturer, of six" -- "gang also one of the office in a 300,000-square-foot invested a project which "represents on the West Coast, development institutional an association with a Japanese from the first investment by a Japanese life insurance company in the construction of a landmark office building in the United position in the project, project and companies.(44) deal, optimism "It about make sense," opined an investor knowledgeable goals the the outside observers are not as sanguine. about the deal, didn't and various degrees of pleasure express limitations " of insurance life Japanese It may well end up being a a years two While all of the parties involved in delivery. after debt which has leased very slowly in is only 85% leased over and market depressed and company enjoys both an equity The States."(43) solid, good but we would not have recommended such a project to a first-time investor, under almost any circumstances. It was a development deal, not an existing property. The market was soft, its the local economy weak. headquarters to A major employer was moving the Sunbelt. The risk higher than we would have recommended." is the (45) profile was An advisor who questions whether they were aware of the market dynamics and the planned familiar with the Japanese investor headquarters move.(46) Both of these investment experiences exhibited some common qualities: they were to-be-built projects located in relatively small, but major, 54 cities (neither is among the their well- ten largest in the U.S.) that are not known for developers. institutional Japanese institutional pre-existing but experienced, by developed addition, In economies. diversified Both projects included investor which not only enjoyed -- a relationships ventures. been galvanized by earlier successful had another but also had a pre-existing relationship the respective American participants which non- small, relatively relationship with the respective Japanese life insurance company, with were both projects And perhaps most importantly, neither company had formulated a U.S. well-developed strategic plan towards investment in real estate. Not surprisingly, and criteria investment their both of these investors have altered in strategies subsequent The second U.S. project for the latter company is projects. a joint venture with the Equitable. Together, they own fifty of a well-located percent office project, to in addition enjoying a first position as the project's permanent lender. This deal varies dramatically from the investor's West Coast It is located in a large city with a well-diversified economy; it project, was introduced Equitable, by a some despite an to superficial the project by and is laying off partner a with investment relationship which was not swayed pre-existing Japanese Equitable's similarities. clout risk, and relationship. Reliance expertise is viewed as a upon form of and even though the market has shown some signs of oversupply, the company's representative notes that 55 he "not is nervous, investment long a because we have window, and I trust Equitable."(47) Notwithstanding such confidence, away from development deals in the "Our [current] strategy of investment is one to shy away from plans near future. primarily that however, this company emphasizes cash flow -- capital not gain. Given this, we favor existing properties."(48) Similarly, senior representative of the first a insurance company is charting a more cautious, life wait-and-see course in keeping with a strategic plan: The first was the We are in our second stage. existing office The second: "tuition stage." American [with co-ventures and buildings The third will come, but we're not institutions]. exactly sure what it will be.(49) purchases Subsequent are them Among have been consistent with this large, in San Francisco and Dallas. buildings office downtown fully-tenanted plan. In both instances, an American institution is a co-venturer. companies should which have life number of vehicles, of insurance not suggest, however, that those companies opted instead for all-equity investments enjoyed thoroughly satisfying experiences. six" life experiences of these two Japanese The insurance company, markets Another "gang of which has been active and which has have invested via in a different acquired an existing office building in a suburb a major city within the Boston-to-Washington corridor in 1985. In addition to watching the value of the dollar slide thirty percent against the yen almost immediately 56 following this company paid a price which many knowledgeable closing, of individuals believe incorporated an unwarranted premium. course, opinions about price often vary widely, and often do not incorporate the purchaser. some according assessment; in Nonetheless, be to appears verification objective to there instance, this Japanese in contravention real of a cultural and institutional disinclination to sell is quietly seeking (elaborated upon in Chapter VI), estate an such of another a employee of this life insurance company, institution, to considerations which are idiosyncratic to unload the property in Tokyo. earlier, Unlike the two life insurance companies noted this however, has attempted to spread strategic plan for investment, risk a new office building currently in the itself approximately ten its it acquired a fifty-percent interest In New York, protecting a different investing through different vehicles in by cities. in in keeping with insurance company, life with a three-year percent, together lease-up yield with stage, guarantee a of bifurcated funding schedule; the developer, depending on the success of efforts twenty-four months after building delivery, leasing will "either get a bonus or suffer a penalty."(50) management claims of the venture is left to the that "the arrangement is a splendid Active developer, one. who Although [his Japanese partners) are very well informed and very well am the partner and managing prepared, I sleeping partner."(51) In 57 a similarly they are the sophisticated venture, the company made the construction loan and issued a in convertible The loan is in downtown Chicago. project mixed-use million on an $80 commitment loan convertible "between five and fifteen years"(52), and the project, forty pre-leased percent a major to every gives corporation, indication of being a rather successful venture. comfort: "They desired Such a status is -- enhanced is ensure that the educational process to instead but richly all Japanese investment stumble, important goal emphasized by an to position so much to exert greater control over the project, not the institution know that I'm not in a the cash and run"[53]). pocket a fact which developer believes gives the Japanese American a is it technically, subscriber in the former case, corporate great (although partner general a is life insurance company the In both of these projects, institutional investors. its initial and arguable Despite this expand its scale of investment in the U.S. employees York, and strategic rather in is comfortable with the has been formulated, plan about its American and components, it company comfortable feel systematically "We -- monitor with such a in New A market. while regional and product diversification. investment strategy ? -- One of its chief Tokyo apprenticed with the Equitable secretive emphasize this to life insurance company appears to be well-prepared they are to appears Why does diversified both in Tokyo and in New York our selected thirty cities on 58 a quarterly basis, and on a monthly basis go into great detail fresh, stay This process ensures that we four or five cities. on So, stay current."(54) while they may in fact be the "sleeping partner" in a particular deal, they certainly are not sleepy in their evaluation of the markets. SUMMARY The disparity between investment patterns of Japanese different life insurance companies is likely to continue for at least a number of years. Such disparities are not just a function of size, staffing and experience; just as important is a company's structural preparedness, often in the form of a "we no concrete idea on how to invest in have States" well may (55) that A company whose office head notes strategic plan. is enjoy probably great success less likely to the United with be on its the investments, but cutting edge of new programs or to show high responsiveness to new opportunities. Of course, higher risk often attends novel investment programs and vehicles, investment so such a "go slow" strategy may be not be inappropriate for a life insurance company, after all. Notwithstanding generalizations such differences, certain can be made with some confidence about Japanese life insurance companies as investors in U.S. the real estate: 1) Existing office 59 buildings will remain the favored product. placed on within cities "Bowash"(Boston- the Interest in suburban areas corridor. Washington) being is emphasis Particular is slow to develop, as most companies are still not look to beginning are companies advanced more some of the this, notwithstanding markets; such of dynamics the with familiar at seriously different kinds of product, including suburban. while upside potential takes paramount importance, via enhancements, Yield seat. back decided a of are yields cash-on-cash Satisfactory 2) income guarantees, are a growing standard, with two or yields where with range, buildings currently in the lease-up stage run 300 basis 10.5%-13% points higher. IRRs fall on Yields bought. are the in Manhattan, the exception of 6%-7% of yield Current norm. the on existing propoerties fall requirements 7.5%-9% as years three 100the within using a ten-year schedule and range, a 3.5%-4.5% inflation assumption. 3) Affiliations affiliations only not name" "big give American preferred. and institutions are developers oriented with the Japanese greater comfort, Such relationshipbut they also make a prospective investment easier to sell to the bosses back in Tokyo. 60 Such an affiliation is on a important particularly joint developmental venture. expressed an interest in 4) None of the companies while $100 an investment of less than $10 million, million current Some limit. to be the effective upper appears investment annual are ranges approximately as follows: - Nissei: $200-400 million - Sumitomo: $100-300 million $50-100 million (1-2 - Meiji: deals per year) the traditional long-term view towards real estate investment still predominates, certain 5) While experts growing tendency to adopt a more "American-like" hence, a frequently commodity-like --- tendencies are apparently seen Such perspective. more more shorter-term, a see who work closely with the Japanese the in and experienced more advanced companies, such as Nissei and Sumitomo. All U.S. 6) staffs in offices are trying to beef up their order to cover more territory and enhance their ability to make quick decisions. home offices in Tokyo, quite as anxious to to The however, are apparently not increase staff size and overhead. 7) According to Gordon Clagett, 61 Executive Vice President of Equitable Real Estate Group, Inc., There are two opposing trends, but they balance out a better informed, -conservatism to greater rather than reactionary, conservatism. of On the one hand, the Japanese have spent a lot time learning about the market in a short period of They are now better educated, and may be time. For instance, more inclined to take greater risks. some who used to look exclusively at downtown office buildings are now looking at retail and industrial. On the other hand, as they view the current oversaturation within the market, they are becoming more conservative.(56) manifestation One growing rather appetite than such of for conservatism Whenever possible, instruments are structured to allow for an into equity stake, so most a investments, debt-oriented equity. is of such conversion the same underwriting standards are being employed. In sum, positioning Japanese life insurance companies themselves to play an even greater role in U.S. real estate industry. 62 are the Chapter IV: Construction Companies: Financiers in Builder's Clothing "There are peaks and valleys. The peaks the been to follow always have you find valleys Japanese investor; before alone it go to trying understanding the market." Fujio Suzuki Asst. to the President Kajima Corporation construction companies generated $1.7 billion Japanese in revenues 1985 which in the U.S., projected construction Yet, companies U.S. domestic to capture a 4% share of the market.(57) doubled than This year these earnings from the previous year. are more large- the role of these scale construction concerns remains relatively obscure. The labor, of primarily and materials, industries in automobiles, and is industry construction domestic competitive, regional, inputs U.S. supplied local by Unlike management. consumer electronics, and steel, success in the construction industry is not wholly dependent on low-cost efficiencies. quality, production, and distributive Some success factors are intangible, knowledge of local customs and work habits, such as politics, and regulatory environments. "You can't just walk into this city and doing start President recently of projects," notes John Tishman Construction in New Johnson, York which collaborated with a Japanese developer on a Vice has high- rise condominium project. "You have to deal with so, so many 63 different sectors: It takes years, management companies. folks research our however, in certain are preparing and, contractors implementing a long-term, obstacles, Japanese major that indicates most and even then, In spite of apparent don't make it."(58) building and contractors all the of least not agents, the unions, the suppliers, the city, the already cases, methodical entry strategy for the U.S. marketplace. The pursuing Japanese ago in a which began offshore activities over response to of decline the largest are some of Japan's business in the U.S. contractors actively are firms which construction decade Japanese domestic These firms are staking their future, construction markets. on technological innovation and both overseas and in Japan, Japanese contractors view advanced construction techniques. industry, construction several facets of the domestic U.S. quality controls, and building- such as project scheduling, systems innovation, as inefficient and ripe for improvement. products Japanese a reputation contractors construction for want to quality and extend that Furthermore, industry. contractors will attempt to transfer a vertically- Japanese integrated States. the to impression these and performance, have The integration construction construction combined is service effect the comparative of approach to technology advantage United the and which service Japanese firms are intent on bringing to the U.S. They do not believe that there is a sustainable niche for foreign 64 contractors in the pure "build and sell" business. want to create a new dimension in contractors and services construction compete quality rather than copy or Japanese against existing market mechanisms. Joint ventures with U.S. developers are a prevalent means which by of details construction U.S. the the absorbing are contractors Japanese essential day-to-day business. These companies can bring substantial capital to form of U.S. construction the in frequently projects, limited-partner equity contribution. In return, they want to in participate and practices contractors, they earn a As Japanese construction firms learn the reasonable return. business and process construction the methodology U.S. of general likewise plan for future application of new technologies and service concepts. In Middle Eastern and Asian Southeast successfully countries, introduced the In Japanese contractors expertise not available the U.S. markets. construction these situation learn must the is companies those in different, U.S. for construction business first before attempting to revolutionize it. An anticipated increase in foreign direct investment in the U.S. by construction market. integrated contracts Japanese manufacturing firms will provide firms with a transitional foothold to the U.S. Because project Japanese clients planning and are accustomed construction to services, for manufacturing facilities throughout the U.S. will offer Japanese construction companies an opportunity to 65 test new methods and technologies as they learn the U.S. market through joint ventures on purely U.S. projects. The scale of projects contractors vary considerably. underlying and the Yet, expertise of such little is known of the motives for rapid expansion into the U.S., the world's largest construction market. Equally obscure are the critical relationships which link large Japanese contractors to other Japanese firms currently investing, developing, and throughout brokering Although Japanese barriers that key metropolitan areas the development, trading, and financial sectors, success traditionally has government of key industries, their Because construction the Japanese promote analysis economy, construction intends, construction their eventual these overseas the and such as autos and steel, of national priority. industry health is very important to expected to the government can be industry activity from in a broad U.S. perspective includes: Objectives and Strategy; Comparative Industry Characteristics; Construction Industry Background; Movement to Offshore Markets; Recent experience; Case Study: Hasegawa Komuten Ltd.; Conclusions 66 the Our to explore the objectives of therefore, companies entry Moreover, the Japanese supported success as a matter regards U.S. investment, is closely tied to the related activities of Japanese firms operating in the U.S. expansion the confront construction firms will are distinct from those of of which Objectives and Strategies Japanese construction companies moved overseas business when domestic markets, by economic to generate adversely affected adjustments and oil shocks, could no longer promise sustained periods of new construction projects. Most were immediately successful in transferring proven expertise for large infrastructure projects, high-rise residential environments. that could Japanese plant construction, facilities to developing construction firms built country projects not be delivered by domestic Middle Eastern Southeast Asian succeeded by providing differentiated services in terms scale and contractors. complexity. As Entry into domestic Japanese construction activity, was foreign a reaction to the of reinforced existing business to new or markets decline of of overseas expansion less a clearly articulated plan than an urgent, extension and markets. a commitment of these big companies to ad hoc Success vertical integration, which combined with financial strength, allowed contractors markets. to adapt to differing conditions of Japanese responsibility which contractors competitors in the U.S. Competitive offered expertise based for all aspects of a characterizes Strategy the way market. they project, view 67 an on approach themselves as Michael Porter observes in that previous business determine competitive strategy: individual patterns may Every firm operates on a set of assumptions about its own situation ... These assumptions about its own situation will guide the way the firm behaves ... Companies and the way it reacts to events develop perceptions or images of themselves and their relative capabilities, which are reflected in the implicit assumptions that form the basis of their strategies.(59) Major Japanese construction companies which operate in the U.S. today have adopted a strategy based on acknowledged of areas of most development in expertise construction and technology objective estate in in financing ability and potential advantages strengths companies is to build operations wide-ranging, The profitable real existing utilize which fully management. project integrated services. Few are interested in simply building and selling, because they believe that the breadth of U.S. activity offers profit opportunity in design, real estate engineering, research, and property management businesses, in addition to building They recognize that large-scale and construction. infrastructure such projects, as the ones they built in developing countries, will not be a stable source of revenue While Japanese contractors earned success in the U.S. the Middle East and conventional expertise, Southeast work methods "Development to by transferring penetration of the U.S. market will implementing new technologies require a different strategy: and Asia in overall the development allows for general contracting work, business. but not the reverse," says Shimizu America's Naoshi Oinuma.(60) Most companies believe that it will be difficult, 68 at best, to a on compete contractors and builders. the basis head-to-head U.S. "We want to emphasize the sum rather than each individual parts established with of observes element," Keisuke Mine of Kajima Corporation's Real Estate Development Division in Tokyo. "Our idea is that there is more profit in (61) development than pure construction in the U.S." objectives for the U.S. Their more expansive therefore, market are, experience and ambitious than previous in other countries might suggest. These goals reflect long-term diversification strategies which have changed large, familymulti-national sophisticated into contractors held construction engineers and developers. Japanese construction market as both testing ground and long- firms view the U.S. term expensive R&D for payoff in the U.S. implemented successfully adaptive and and technology can be subsequently expertise Construction innovations. investments transferred to other countries. Sustainable advantage in the U.S. to withstand swings of narrowly-focused construction activity, will market cyclical firms' broaden capacity such as those which many suffered in Middle Eastern markets. These through nonetheless, strategies. objectives common Top-ten a are variety of short- and firms such as pursued, being Kajima, Ohbayashi plan to gain a foothold in the U.S. contracts on medium-term Shimizu, by and securing Japanese direct investment in automotive and electronics manufacturing facilities, but meanwhile have coventured several medium-sized 69 development projects in For example, second-ranked Kumagai-Gumi is regional cities. a venture joint with the Zeckendorf Company in New York developments and range activities Corporation Aoki of billion $1.2 over in partner City, residential from development in Dallas to a hotel project for Japan Air Lines in Chicago's Riverfront Park. in, Hasegawa Komuten has invested sold smaller-scale condominium projects developed, and in Manhattan. Each strategy is a beginning step toward total involvement in the U.S. development business. exchange for market access and experience, in business realities approval procedures, over negotiations participations cautions to order frequent cost-plus contracts. on-going and equity Formerly, "dequity", were debt disguised as equity or Jack Shaffer of Sonnenblick Goldman, who Kumagai-Gumi together with the Zeckendorf Company, brought "because (Japanese) contractors really didn't do anything other contribute Now, funds to a similar non-involved and complicated with litigation, not intensive relationships, cope in passive mere temporary, regulations, in local apprenticeships seek They investment. equity but they do role in projects as limited to their regard capital seek developers that understand contractors Japanese States. United the in business doing and familiar are a common strategic means to become developers with relationships with contractors venture Joint than lender."(62) however, cautions Cushman & Wakefield's Jim Montanari, construction companies are 70 taking more active roles in that "developers who are so projects looking purely for passive partners aren't necessarily going to find them."(63) "It me five years to build land location took says a condominium builder, Komuten, Hasegawa Chief New York Officer at Kiuchi, Katsu K. expertise," "to the point where we are now known and acknowledged in the local marketplace. We have the ability to serve as genuine general partners."(64) Joint allow Japanese venture agreements project risk to American partners. firms to the U.S. unaccustomed and subsequently implemented. identified period, development Over an delays to which newcomers business are particularly susceptible. utilizing to and the development Japanese contractors comparative joint ventures to transform the long-term of financing ability into a advantage entry an industry,(65) such as expense overruns to scheduling first extended joint ventures help overcome subtle costs of barriers are Japanese of which competitive advantages can be out process, They instruct market on the spread to contractors strategic weapon. Comparative Industry Characteristics construction activity overseas is limited Japanese the top 20-30 ranked, engineering comparable giants, firms. to some dependence very large, Although these to integrated constructionfirms are of a scale U.S. construction on overseas contracts has historically of the 71 principal been less than for major U.S. firms: Table 1: Comparison of U.S. & Japanese Construction Firms (1984) Total Contracts Firm Rank Percent Overseas (US$ MM) U.S. FIRMS: 1 2 Kellog Rust Fluor 10,855 8,353 80 18 3 Bechtel 8,220 60 4 Parsons 7,514 40 5 6 Stearn Brown & Root 4,932 3,884 11 33 4,192 4,034 3,998 3,317 2,972 2,660 7 7 9 5 7 21 ------------------------------------------- JAPANESE FIRMS: Taisei Kajima Shimizu Ohbayashi Takenaka Kumagai 1 2 3 4 5 6 Source: (66) Japanese firms revenues generate stable annual whereas U.S. many small and medium-sized projects in Japan, firms from experience wide year-to-year fluctuations because the variability of huge overseas projects. of Japanese Also, firms are not differentiated from each other in terms of the integrated services they provide. by comparison, tend to specialize in specific industrial project capabilities. possess the either country varied know-how, and U.S. construction majors, Only the largest firms qualified financial technical- staff, strength to of experience, be able to venture into international markets. In Japan, executives and engineers with requisite language skills and 72 international from prestigious universities are recruited almost training largest the for exclusively have firms Smaller firms. to neither an appetite for overseas activity nor an ability the costs of overcoming unfamiliar competitive entry absorb construction well-known limited to a review of large scale, necessarily is States operating in the United companies Japanese of these reasons an understanding For barriers. firms. succeed The ability of construction firms to adapt and in they unfamilar environment depends not only on an able to transfer advantages, are how well skill but also the with which they adjust to different competitive ground rules and Japanese The relations. work domestic construction industry is more stable and regulated than that of the Japanese Therefore, firms bring to the U.S. expectations U.S. formed from a different kind of competitive environment. The notable Japanese domestic construction industry differs in from respects the U.S. industry. construction Although labor and material costs have risen steadily in the U.S. and Japanese construction industries, cost structure in domestic Japanese construction depends on a multi-layered subcontracting system. General contractors provide engineers to coordinate lump-sum neither of and contract manage subcontractors under Japanese system. general uniform a contractors employ large staffs nor maintain a permanent force contractors. U.S. workers contractors as do some negotiate large U.S. and bid with labor unions 73 and open shop workers when staffing a project, and maintain a payroll which have long-term they deal contractors with selected major subcontracting firms with exclusively Japanese completion. project until labor Although relationships. costs are similar for both large and small-scale contractors in the U.S., in Japan larger firms extract lower labor costs due to bargaining power over subcontractors with which they have steady relationships. standard bidding system used in private and public The a restricted of form group of determined by size and relationship to the public or private client, particularly will be selected to bid on projects. of to according This Open system is important on contracts awarded by the Ministry Construction for domestic Ministry A small bidding is uncommon in Japan. competitive of constitutes similar sized firms. among competition firms Japan in projects public-sector firms Construction annually ranks and selects a "pointing system" based The projects. size, on capital sufficiency, total project volume (i.e. billings worldwide), strength, research and development previous project experience. contracts depends staff expertise, and Eligibility for public sector very much on position in ranking, so contractors must be particularly attentive to maintaining a consistent, year-to-year volume of work. An example of 1985 rankings is: 74 Table 2: Japanese Construction Company Ranking (1985) Points Awarded Company Rating 1985 1984 Change 1 Shimizu Construction 466 462 4 2 2 2 Kumagai Gumi Toda Construction Maeda Construction 462 462 462 466 462 462 -4 0 0 5 Kajima 459 456 3 5 Ohbayashi 459 459 0 Source:(67) Japanese construction firms are, therefore, unfamiliar to with an open competitive bidding process and must adjust the cyclical nature of the U.S. construction industry. Japanese The ensures process projects large have contractors of Taketoshi buffers The the enjoyed large this Ministry of competitive construction restrictions industry further "Large firms. notes system," general Makoto it business."(68) the the underlying emphasize firms, "because Construction, them against cyclical risks of small channeling by medium projects to medium to this whole, a Taken as stability earnings to small firms, projects and bidding process. the underscore which relationships and personal professional long-term of context system functions in the the Japanese differing expectations and problems which contractors may encounter in the United States. Japanese firms are integrated to provide a complete range of construction services and in-house construction management. Major firms which have recently entered the U.S. market are planning to offer services 75 from initial site integrated construction companies view this fully Japanese construction participants feasibility -> planning -> operation -> maintenance process. construction firms view -> design the of stages separate at together bring frequently projects independent construction -> Japanese In this sense, U.S. construction methods as poorly require so much so that owners and inefficient, organized U.S., as their key advantage for success in the capability where services. building maintenance and brokerage to selection construction managers to supervise all elements of a project from start to finish. Japanese construction executives are convinced that they can deliver U.S. projects at cost and on time, as and some Yet, quality. of the U.S. traditions service such differentiate their product by Japanese that admit marketplace, established such as union power, local regulations, and accepted ways of doing business could or reduce eliminate quality this and, advantage by extension, profits. Others doubt that much money can be made the over medium term the in U.S. marketplace. "Until Japanese construction companies have been able, over several years time, to learn the day-to-day aspects of U.S. business methods, noted there is no money to be made at game,"(69) this Tsuneyoshi Shimizu of the Kajima Corporation, who is an intern with a well-known Boston developer/broker. The resources largest Japanese contractors to research and development. follow a consistent pattern of 76 devote significant In doing so process-oriented, they long-term planning characteristic of Japanese industry in general. The of significance process McMillan System, In The Japanese Industrial that advantage efficiency will translate to competitive in the U.S. explain executives held by Japanese construction belief the research and development helps to observes that for research and development activities: The emphasis is on the long term, not the short term. The emphasis is on learning and know-how, or process, rather than end product. The rationale is to develop sunrise sectors.. .Technological policies and practices go hand in hand with many micro and firm, strategies at the level of the macro industry, and society. For example, Japan's R & D policies help explain the strong emphasis and skills at process development and enviable record in quality control.(70) development of and Research construction technology intelligent structures is a key long-term goal of contractors operating attention paid by U.S. oversight which in the U.S. They view Japanese the contractors to R & D as a will work to their competitive and scant critical advantage. "We have techniques," says Shinzo Matsumiya, General Manager of international planning at Shimizu Construction, "for land reclamation, high-tech ventures, and anti-seismic buildings which keep us ahead ... annual the report for the moment." Shimizu of the (71) As an example, Construction Company, ranked first by the Ministry of Construction in 1985, states that "On the basis of abundant experience and results, Shimizu has risen above being a systems organizer and a new step forward as an 'engineering constructor'." Japanese contractors view themselves as technology 77 taken (72) leaders, and become to that this advantage will help them believe winners in the U.S. construction business. and Family most major Japanese characterize contruction Some firms. are as number-five ranked Kajima Corporation, such firms, ownership institution financial controlled and operated by founding family Others, groups. such as number-two ranked Kumagai-Gumi and Takanaka Komuten, Large same shares. private companies which have not issued public are banks are principal shareholders Japanese and are, firms borrowing. A by extension, principal these of sources of Annual page from the 1985 Kajima Corporation Report illustrates these relationships: Table 3: Principal Shareholders of Kajima Corporation (1985) % Shares Name Company Stock: (at 11/30/85) The Sumitomo Bank, Ltd. Shoichi Kajima The Kyowa Bank, Ltd. The Mitsui Bank, Ltd. The Sumitomo Trust and Banking Co., Ltd. The Mitsui Trust and Banking Co., Ltd. Sumitomo Life Insurance Company Nippon Life Insurance Co. 4.7 3.4 3.4 3.3 3.3 2.4 2.2 2.0 Principal Borrowing Sources: The The The The The Source: The Sumitomo Bank, Ltd. Kyowa Bank, Ltd. Mitsui Bank, Ltd. Mitsui Trust and Banking Co., Ltd. Sumitomo Trust and Banking Co., Ltd. (73) closely-held nature 78 of these firms and their interlocking relationships with banks provide major Japanese contractors with sources and techniques. Japanese contractors' entry strategies for the financial Although U.S. lenders may frequently reserve the strength. choice of a of approval over the right financing of be facilitated by significant will market U.S. a wide range general project's contractor, the relationship of financing source and builder is a developer. contingent often sophisticated number-one however, In Japan, upon Japanese Moreover, rather is it general contractor to arrange financing uncommon for a U.S. for Furthermore, arms-length. at usually of use ranked contractor. designated a contractors are capital-market project financing is developing themselves example, For operations. which in Shimizu Construction Company, financial giant Dai-ichi Kangyo Bank is a major shareholder, 1979 financial subsidiary in Amsterdam in a organized traditional "Our raise funding for international projects. to in projects is expanding quite rapidly," states Naoshi role Vice President of Shimizu America Corporation. Oinuma, becoming are investors developers to fiduciaries U.S. expect of a development sort, Japanese bringing projects."(74) low-cost financing in order "We "American for us to become involved in a project," notes Mikio Ishikawa, Manager of International Planning at Shimizu headquarters in Tokyo, "and rates we can raise money, in Euromarkets. our own money, However," he adds, at below-market "where we take risks, currency risks above all, we will want to become very 79 involved."(75) endows projects to deliver financing to ability The Japanese contractors with a potent competitive advantage for winning contracts in the U.S. A recent article market. in Institutional Investor notes that "Japanese equity investors act a magnet for other Japanese as banks construction making loans to American developers."(76) making Japanese their and some have also been involved more directly, colleagues, will to bridge loans and are Bank Fuji Bank and Sumitomo Bank of Tokyo, as Japanese Such money. capital and find for search linked to loans. developers U.S. contracts construction Japanese Many future projects financed by banks will be built by Japanese construction firms. For this Shinzo clarifies reason, Matsumiya, Manager General of "we are International Planning at Shimizu Construction Co., studying your development process from beginning to end." (77) understanding of these facets of An construction evaluate key industry suggests a perspective from which strengths strategies in the U.S. and weaknesses competition, long-term relationships, where partnerships, methods of restricted and fully integrated the not advantages transferable to hoc subcontracting, ad and segmented operation. firms' major such as cost structure, industry, are of to market. Some aspects of the Japanese construction capability, Japanese the Other 80 open bidding, business U.S., deal-by-deal units characteristics, are common such as intensive research and development efforts of major should yield benefits in the long term, firms, especially in areas such as quality control and intelligent-building technolgy. The outstanding construction financial companies strength. advantage bring at attractive instruments in national firms operate operations. the rates, and major United Most are capable of themselves, largest to which a international in-house States funding through money Japanese projects variety markets. market of The trading Relationships with financial institutions, some of which are major construction company shareholders, additional observes is source of capital. Hasegawa Komuten's "Developers have Kiuchi, "and no we is an cash," fill the bill."(78) Construction Industry Background Governmental influence over agencies Japanese have exerted considerable economic development since the period immediately preceding World War II. The Ministries of Trade and Industry (MITI) and International set policy for industrial development, textile manufacturing to heavy of which moved (MOF) from industry during the build-up under industries munitions Finance a series of military governments prior to 1945. Industry was destroyed at the end of the war, heavy, and post-war administrations understood export-oriented manufacturing was essential to 81 that the a of survival nation. resource-poor of task The reconstructing plants, ports, transportation, and homes fell squarely on the shoulders of the construction industry. The construction industry was viewed by government, most Japanese people, business, a supporter industrialization. firms The and firms as an essentially domestic market for Japanese construction and was deep enough to was wholly domestic, rapid of of the national priority provide prosperity for the industry until the first energy crisis of 1973. In divided roughly between 40% grew 20% annually, 60% investment; private-sector activity investment from 1960 to 1973 construction fact, amounted to less overseas than .25% of public- and construction total industry revenues. (79) 1980 the Japanese domestic construction market By had become second only in size to the U.S. However, it accounted for slightly more than 20% of Japanese GNP, fully double the comparable impact of U.S. domestic market. and wood, construction activity on its own Moreover, industries such as steel, glass, mining construction industry, half sold of production to which in 1984 employed almost 9% the of the total domestic workforce. The construction industry was harshly affected by the oil shock of 1973. Year-to-year construction industry growth had which often outpaced a phenomenal 10% annual increase in lasted almost 20 years. private-sector Costlier oil acted to reduce curtail public investment, 82 GNP spending, make construction for inputs by stimulated both the private and public investment recovery construction the contracts, government Since 1980. was jolted by a second oil crisis in industry Japan. of Bank Following a brief time since World War II. first the investment in Japan decreased in 1974 for Construction then by restrictions credit provoke and expensive, more materials shifted have downward, and the value of real and nominal construction has Furthermore, decreased. the character of Japanese industry shifting to accomodate new energy began away from heavy companies These industries such as steel, shipbuilding, and to high-tech, chemicals construction of moving realities, less capital-intensive businesses. rather than practice in chose to invest in R & D plants as had been the in the declining industries. Manufacturing businesses began to make direct investments overseas in order to and allay protectionist foreign governments. Japan itself, States, was competitiveness moving sentiments much like the toward a service-oriented which major capital investment declined. new of United economy in Decreasing returns on investment property and scarcity of available urban for cost maintain development projects reduced the number of land large- scale domestic construction projects. These combined factors lessened and opportunities for sustained construction pushed Japanese contractors to search for overseas. 83 new activity markets Movement to Offshore Markets Large on activities foreign volumes the late As subsequent declines 1980. by -- project overseas which had been the major arena for Asian market, United States, single by 1984 became their largest which, the to important portion of work an shifted Japanese activity. construction international contractors in activity international contractors invaded the oil-producing states, Southeast prices oil in plans and construction development curtailed 80s, early and 70s which accounted for 84% of total Japanese activity Japanese in in Southeast Asia and the Middle East primarily focus construction firms began to Japanese market for overseas activity. Table 4: Geographical Spread of Japanese Contractors 1981 1980 1984 1983 1982 SE Asia 45% 61% 76% 67% 54% Middle East United States Australia Other 39% 3% 1% 12% 27% 3% 1% 8% 13% 4% 1% 6% 16% 8% 6% 3% 8% 22% 12% 4% 100% 100% 100% 100% 100% TOTAL Source:(80) The allure for construction international contracting U.S. construction Japanese market market had market First, contractors. a undeniable the is three times larger than the shared by some Second, companies.(81) 250 entire multinational the American market is characterized by established participants: 84 U.S. clients, design firms, contractors, engineers. Third, predicted sub-contractors, project expense suppliers, can be due to stable costs of labor and and reasonably materials, and transportation and communications systems allow for relative certainty in political stability changes planning and scheduling assures operations. against in government policy, abrupt, exchange requirements and long-term commitments. triumphs Japanese of automotive, Fourth, unforeseen controls, capital Fifth, the great electronic, and steel exports in the vast U.S. market, although indirectly related to construction, contractors. environments Business was Comparing to assuredly experience in that of Manager of not U.S., lost on major developing Ryuichi Hasegawa Komuten Komori, in country Overseas Tokyo, largest builder of residential condominiums, Japan's stated that in some countries negotiations can be virtually impossible. the U.S., In he counters, "We can negotiate. We can understand one another very quickly."(82) Recent Experience: Project Ventures Japanese differing construction strategies throughout the U.S. projects and in companies geographically are following diverse Some firms are taking on many differing while others focus on a particular market area. residential For markets example, subdivisions Kitano Corporation in 85 suburban has Maryland, segment targeted while has Hasegawa ha s co-ventured a Phoenix office park and Shimizu Japan with Air Toyota's Corporation is residental projects, two in involved Kajima California in ventures joint Dallas in while facility. Southern mixed-use parks office Minneapolis , assembly Toronto constructin g invested House Essex York's in New Lines market. condominium York on the New keyed Beach, Long and California, and is building Mitsubishi and Mazda auto plants in Chicago and Detroit. the U.S. into construction serves as a transitional step Plant service allows contractors to test and market, capability, gain credibility, and profit from large Japanese the to Assistant Suzuki, big the we'll have credibility," predicted projects have succeeded, Fujio after good quality and, has "Kajima contracts. President Kajima of Corporation. "Our plan is to go through stages: Stage one is general construction, like Turner; Stage two is engineering, like Stage and Bechtel; development, like Construction has Tishman."(83) organized Corporation for construction, Corporation notes for Inc., Equities market and management property real U.S. plans: example, Shimizu subsidiaries Shimizu to America Shimizu Development Inc., for operations, hotel estate an development, for high-tech building operations, in four business separate implement As and construction is three Shimizu and information, Land Shimizu money and venture capital investment. Porter diversified firms Competitive Advantage 86 that require horizontal strategy to face a dual set of issues in corporate planning: which to compete; business first, second, strategies. implementing advantages the selection of industries the coordination of the Japanese horizontal chosen construction companies strategies to of vertical integration in the in are leverage the fragmented U.S. construction market: Horizontal strategy is a coordinated set of goals and policies across distinct but interrelated business units. Horizontal strategy is a concept of group, sector, and corporate strategy based on on financial advantage, not competitive both existing considerations...It encompasses business units and the selection of new industries to enter based on interrelationships with existing units. (84) Japanese firms do not construction individual businesses, across competitive advantage of activities from different view but rather seek to establish the mutually businesses. reinforcing Japanese Bringing such as however, construction expertise to new businesses, U.S. competition real esate development, involves risk and has thus far yielded uneven results. co-ventured & Co., Mitsui company, and Westcor, Ltd., a local developer. Land Corp., development joint in provided along equity with which established an office in Phoenix to monitor day-to-day progress. follow-up and Mitsui with trading a leading Japanese introductions, knowledge, Shimizu Shimizu the development of an Arizona office park partners market In one successful example, This project has led to venture with the same partners Tempe, Arizona. 87 However, for while a hotel Kajima Corporation developer successfully co-ventured with Dai-Ichi Life and Bob condominium, Boisclair on Lake Minneapolis' Point Tower, first high-rise it stumbled on a follow-up project, River Place, a downtown condominium which failed to sell. Both Shimizu and Kajima view these results as learning experiences which rework and redefine strategic plans. Case Study: Hasegawa Komuten Co., Ltd. Hasegawa Komuten (Haseko) is a leading developer of residential high-rise condominiums; diversified operations in office buildings, property management, refinishing, Insurance Co., has structural It is a closely-held, concern among whose principal shareholders Asahi Mutual Life and the Yasuda Trust & The Daiwa Bank Ltd., million in it is less than one-fifth the size of such giants as Banking 1985, it land brokerage, sales, Mitsui Trust & Banking Co., the figure condominium and commercial rentals. family-operated Tokyo-based Co. Shimizu or net sales exceeded $700 Although Kajima. Haseko has built more than condominium units in Japan and invests in R & D, condominium "integrated apartment 160,000 aiming to production create an system," according to their 1985 annual report. Haseko began overseas in activity Hawaii and in office 1973 as building a high-rise developer. It condominium, hotel, extended U.S. operations to California and New York in 1982 and has pursued a cautious 88 and deliberate strategy of learning the U.S. development business. In Japan, business to development sales, and is implementing the to vertically the construction broad Its macroeconomic policy in housing first time in company real main estate domestic conditions and which construction. history, a revenues resulted from real estate from construction activities. condominium on a residential condominium development government of reliance brokerage activities. vulnerable for portion increased segment, influence 1985, is shift away from dependence on integrated business Haseko In greater sales Overbuilding in the market has slowed new construction, than Japanese and Haseko is responding with horizontal strategies which include Tokyo land speculation, luxury condominium development, office developments building Land clients. which brokerage Haseko sells, for transacts, analyzes, residential properties for client investors. systems information management is which provide brokerage business and features such as in constructs It invests and in property data to clients in domestic branch offices, developing six institution financial is an important new and and design computer-assisted presentations of investment opportunities. The company views itself as a leader in residential project technolgy, and desires to implement a similar strategy in foreign markets. Haseko's integrated construction objective investment, services to in the U.S. feasibility, Japanese and 89 is to provide transaction, American fully and clients. It with started a strategy of experience gaining in condominium and hotel construction in Hawaii, where Japanese The company investors represent a strong investment market. established offices in Los Angeles and New York in 1982 expand U.S. activities and reduce exposure to the market. Hawaiian overbuilt and Townhomes, Inc. condominiums in In suburb of the Pasadena. modeled after closely studied Colorado resort reflect Japan. for Haseko townhouse units, These developments, themes of the technology-intensive marketing some characterize Haseko's real estate sales which cyclical Angeles, low-rise, building is Los to approach in The units are designed with multiple-option features individual structural warranty construction modification buyer as a result of techniques. and a carry advanced 10-year anti-seismic Earthquake resistent residential structures, in which Haseko has invested R & D and developed proprietary know-how, are a unique and desirable feature for the Southern California home market. In New York, Haseko has condominium co-ventured company and, Japanese trading most recently, a local developer, W.J. Haines. New York experience illustrates a learning progression This of projects with a strategy and objectives similar to those experienced other Japanese contractors in the U.S. Haseko's series real estate East-Side condominiums preferences. The market. first step in the Manhattan market was of purchases of 46 apartments in recently a means to as study successful sale and rental of 90 by a completed buyer/renter all units year prepared Chief Officer Katsu K. a within Kiuchi for "Kiuchi active development of a similar East Side location. learned quickly by getting involved in very basic aspects of the New York real estate business," says Kunio Ohsawa, who spent eight years in Manhattan with Sumitomo Corporation and managed when to observe Haseko's strategy. to "He learned get in and out of condominium markets, timing, and also on a key strength of the Hasegawa organization: capitalized lean staff and quick decison-making."(85) Next, Haseko formed a "124 East 79th with Nissho Iwai, Japan's sixth largest trading company, to a suitable site for development of condominium project. After an purchase approval Peter Samton of eight-month a high-rise special-permit construction began on the 22-story, process, Belgravia condominiums unit Partnership" March, in Samton, Gruzen, 66- Architect 1984. Steinglass Architects recalls that Haseko executives were committed to the idea of 30 smaller stories, but density, optimum and neighborhood tiny 6743 consuming. "listened thereby lower prices, and maximum to our advice that 22 stories learned tremendous a foot square Construction site were difficult and management was handled by Kiuchi observed, "major was about amount goodwill and approvals."(86) Logistics on Construction because, are units, the time Tishman contractors able provide working drawings quickly and sales agents can become involved from the outset. Also, there is no worry about materials delivery 91 or completion bonds."(87) significant cost materials was delayed, year after completion of the building in November, 66 units remain unsold. the to had window frames be and interior work redone. Furthermore, almost one rejected, of and overruns fell five months behind because delivery of high scheduling quality were there Nevertheless, methods of design, 1985, 13 Haseko learned about U.S. and marketing. construction management, For example, when costs exceeded budget, Haseko assumed that prices could likewise be raised on units. However, when the higher-priced condominiums did not sell, "they learned about the prices which buyers in a soft market will pay," observed Jim President of Stuart, Gilbert, Charles, Baylen real estate brokers.(88) October 1984, In joint subsequent "584 Anderson New Jersey. The five-story, 24-unit a to Partnership" the Cliff Heights condominium project in develop Park, venture Haseko and Nissho Iwai formed Cliffside was project, brokered to Haseko by a Japanese/American who introduced the local developer/land schedule in October, units owner. on The project was completed 1985 and sold out within 24 hours. The were aimed at investors rather than users, and many were purchased by Far Eastern expatriate executives who live in the area. The example of this project taught Haseko that different, user and investor preferences are sometimes very according to Jim Stuart, whose firm was not involved in Cliff Heights. "Cliff Heights was an effective lesson in the smaller condominium market," 92 says analyst Makoto Kaimasu, marketing. interest is to become a sales company, similar to "and it was the type Mukai of Nissho Iwai America, Ryoitsu enough didn't use consultants nor even have We Belgravia. the than familar more were we which with project notes excellent," strategy in Tokyo."(89) "Timing was its of estate real taught a lesson in which Haseko's the simple "It is a small, Nomura Research Institute in Tokyo. project for industry Japanese construction the follows who time to raise the prices!"(90) the project, which flexibility a from credit Haseko both contributed $10 Japanese bank, million of same one had which The developer complied of project completion guarantees and a nominal amount collateral. equity Japanese Introductions get between the developer bank. "We understand into why we were the and partner were arranged by the local subsidiary project," reveals Kiuchi, to the Haines. introduced them to the W.J. with U.S. to bring guaranteed a similar sum via a standby letter and cash contractors financial the of example an As Japanese projects, development Belgravia's but declined as many of the unsold. remain units to Nissho Iwai was invited on Manhattan's Upper West Side. join Manhattan with Haines on the 306-unit Bromley condominiums W.J. developer 83rd West "225 in partner limited 30% a as Associates" joined has Haseko Currently, offered of this "but this is the only way for this business."(91) project is targeted for a different, 93 The a us 400,089-square-foot more moderate-income, and is non-investor buyer than was the upper-end Belgravia, pre-sold aggressively being a market The new Inc. date by Market Directors, completion expected before year in which Haseko hopes to understand lies somewhere segment The marketing firm between the Belgravia and Cliff Heights. "has a different philosophy, of extensive pre-selling, which by experience seems sensible to us,"(92) says Hiro Higashi, who as served as Haseko's project manager on the Belgravia well as the present site. York New These to proceeding projects suggest New of learn the subtle distinctions is Haseko that York condominium markets as groundwork for eventual full-product capability. Such experience domestic Japanese full- It believes it high-tech residential development. service, to commitment and its of a strategy would be an extension can establish a niche for full-service capability because it has where found no comparable service in New York, buyers confront a confusing array of brokers, bankers, and building managers. projects has from Hawaiian hotels to New Jersey ranged from The scope of its U.S. townhouses, units. Haseko contributes capital and California Manhattan condominiums to moderate luxury rental purposefully in return for project experience and marketing know-how, and is taking the initial steps similar in firms. which toward implementing a scope to those of other horizontal Japanese strategy construction These strategies aim to create market conditions in thrive on real estate development businesses 94 can service integrated than rather transactions traditional build-and-sell relationships. Conclusions The United overseas activities future. The U.S. opportunities for service Japanese ambitious horizontal estate principal arena for in the of major Japanese contractors companies in a presents market businesses activity. real will be the States all implement to categories strategies aimed at development business, development have become however, be a separate, the do not because they management. barriers will, It employed to drive a number of peripheral, businesses such as land development, management business. profitable adopted penetrating believe that construction alone can overcome entry nor services, building Japanese of full-project of companies construction range unique new planning, construction technology, contractors are and property that convinced integrated project services will bring comparative advantage and real fragmented help to differentiate them from many highly estate development competitors. It their is key business objective. Strong contractors incentives for Japanese to engage in overseas activities. available land, construction exist general Scarcity shrinking property investment returns, industry overcapacity 95 in Japan of and have incrementally pushed contractors to international projects. in part, on steady construction volume which can be depend, supplemented by strong overseas billings. overseas projects each other's closely and are especially sensitive to changes rankings of top companies which follow boost activities in position. For example, historically have projects sector for public awards contract Importantly, contractor's in precedent been although international contracts a portion small billings (less than 3%), 1985 by achieving large a of Kumagai-Gumi set number-one ranking on There basis of strong (21% of total) overseas activity. a the is an historic gearing-up in the industry for increased foreign work. The Japanese government has historically assisted industrial expansion into foreign markets, overseas construction company success. are The and will promote Further, contractors relatively free of cumbersome MOF restrictions such placed those on financial institution foreign construction industry is among Japan's contributors to GNP, key as investment. most important and employs almost 10% of the stable workforce. Direct U.S. foreign investment of Japanese manufacturers in facilities will provide a transitional revenue for contractors over the immediate future, school organizations in land use planning, source of and will regulatory constraints, political negotiations, supplier relationships, and labor disputes. Japanese banks and multinational trading 96 will companies to knowledge companies. construction and market Financing ability backing financial provide access to the development process, provides permits Japanese construction companies to which in turn goals, define structure capabilities, and position resources. Many such industry, construction of characteristics domestic as Japanese the and structure cost competitive relationships, cannot be transferred to the U.S. Contractors market. rates and long-range exchange favorable aware that are excess liquidity provide an immediate boost objectives, for but are not content to invest in a passive manner. Joint strategic ventures with alternative currently used contractors to begin business in the involvement allows and developers established by U.S. business. It provides Japanese construction Joint responsibilities, Active invaluable perspective companies a set can adjust context in project barriers development from which horizontal and -share form relationships ventures and the a Japanese contractors to overcome entry learn the processes of competition in strategies. most are which Japanese contractors can overcome difficult cultural obstacles. It can is uncertain whether Japanese construction firms achieve their ambitious objectives for the estate development business. U.S. real Industries open to competition are usually distinguished by either high-growth environments or scant proprietary information. 97 The legendary entrance of automakers Japanese involved market and television producers to export the present industries development an differing entirely substantial in which Japanese entrants must make adjustments to the local marketplace. of durability, costs, and quality. The domestic U.S. construction and innovation, scenario, U.S. developed domestically lower such as competencies, Japanese of the We believe that many these adjustments will be made by means of intense joint activity venture projects Successful from, a on historically demand projects throughout increasingly depend coordinated approach of development companies. abroad. many large, on, fully the and U.S. benefit integrated Japanese construction companies have prospered along these lines, both at home and They will commit substantial resources to create for full service U.S. future. 98 real estate services in a the Chapter V: Real Estate Development Companies & Trading Companies "It's a wilderness out there... if you cannot find a buyer, you're lost." N. Ide Property and Service Business Group Mitsui & Co., Ltd. "We have been involved in Real Estate for 20 years, we think we understand this business." Kenichi Tsuboi Property and Service Business Group Mitsui & Co., Ltd. Overview in operating 1970s as California, and land Arizona and Texas in some are investors, Although land, of development These property. subdivision residential homes, companies began companies development estate real Japanese early the developers. their primary focus is commercial generate industrial and U.S. sales development investment opportunities for their own account, for Japanese and individual capital sources, institutional joint venture for funding domestic U.S. and provide real estate developers. Leading firms such as Mitsui Fudosan, Mitsubishi Estate and Sumitomo banking/trading Realty concerns are with associated of the same names, but independently of group-wide corporate management. 99 huge operate By comparison, Mitsubishi and multinational estate, but trading companies such as Mitsui & Sumitomo form corporations are the hub of massive which are not oriented to intermediaries of goods and international markets. Co., real services They have traditionally managed in the overseas activities of virtually all Japanese manufacturers, investors and financial institutions. Japanese investment in the U.S., is in securities, industrial plants and real estate, expected to double in 1986 and trading companies want to play a role in the process. Although they may be unfamiliar with individual activities, and in financial services, somewhat such as real estate Professor Michael Yoshino observes The Invisible Link that trading companies adjust to new opportunities in order to survive as intermediaries: . . . company) major The basic strategy of a sogo shosha (trading must be to build series of relationships with as well as minor actors. . . and always be searching for new business opportunities to add to its existing array of services to specific clients. It also means that the sogo shosha must constantly strive to identify the emerging points of greatest leverage over a particular product system and then undertake activities, such as research or investment, that give them influence or control over those points.(emphasis added)(93) Trading company interest in U.S. real estate is based upon adopting an intermediary role between Japanese and U.S. real estate participants. manage They want to find, and market all types of U.S. kind of Japanese client. as "an analyze, finance, real estate for every Trading companies view real estate emerging point of leverage" among a number 100 of new intermediary activities which result from increased Japanese investment in the U.S. Real estate development companies need outlets for investment opportunities which they create. the Trading companies require real estate product for their vast network of Japanese investors. Each performs a complementary in capital matching Japanese with U.S. real role estate opportunity. Real estate development companies possess an comparative estate advantage companies multinational Mitsubishi, important over other U.S.-based Japanese because of their financial/trading Mitsui and Sumitomo, links real to conglomerates major such as as well as the fact that their activities are not severely restricted by Japanese MOF authorities. Over time they have accumulated development experience and U.S. real estate know-how which in many ways is that superior to participants development in U.S. companies of real other prominent estate markets. Japanese Real estate for varied have in-house expertise activities such as residential development, income-producing joint ventures and project consulting. estate of Moreover, while real companies are engaged in an effort to build up these businesses to profitable self-sufficiency, likewise have a fiduciary-type objective to invest, and sell for development Japanese and client others. They intend to provide 101 individuals. they develop, diverse investment alternatives for many types institutions and each Some of will attempt to provide clients, whereas trading companies these services the larger directly firms will to intermediate the to use Japanese affiliated investor developer process. Background History The U.S. real estate activity of both development trading companies occurs within the context of an and evolving pattern of Japanese direct foreign investment. Prior to 1972 virtually all forms of overseas investment were by the Ministry of Finance. to raw materials, manufacturing government restricted Foreign investment was limited natural resources, and small scale in developing countries targeted for Japanese bilateral aid. Japanese overseas activity differed historically from that of western countries such as the U.S., Britain, West Germany and France because penetration of foreign markets was promoted by sophisticated export products rather than direct overseas investment in plant and equipment. Foreign investment financial/trading batsu=group), dependence every which overseas aspect companies. firms, of Author strategies were termed "Zaibatsu" managed Japan's Edwin by (zai=business, by or 102 supply coordinated Japanese Reischauer notes in The that: major traditional and either controlled foreign involvement led client Japanese Japan entered its modern period with a complex, even if pre-industrial, economy. There was a unified nationwide market, banking institutions were well developed, large family enterprises like Mitsui operated in several regions and diverse fields, such as banking and dry goods...The distinctive new Japanese economic institution that first caught the attention of the outside world was the zaibatsu system, as this had developed by the 1920s. The zaibatsu were the great commercial and industrial combines, which embraced a remarkably large proportion of the upper level of the economy.. .The four greatest zaibatsu combines were Mitsui, Mitsubishi, Sumitomo, and . Yasuda. . (which) spread widely across the fields of banking, manufacturing, mining, shipping, and foreign marketing. Each centered around its own bank, which financed the component parts. Another key institution was the general trading company (sogo shosha), which started in foreign trade...(94) Real estate development companies and share a common zaibatsu heritage. trading The development companies were originally formed to administer the domestic real estate holdings of the zaibatsu families the 1930s, became management Mitsui and Real Japan's forerunner of brokerage firms. Estate of March square while 1985, feet, Mitsui Nowadays and Mitsubishi Estate largest property owners, and, modern during property firms are such among owner of 24.6 by far Japan's largest (13.7 Japanese million square feet) The trading companies continue to act centerpieces of War II conglomerate owner, the largest.(95) pre-World as million property was as the managers and brokers in Japan; Mitsubishi Estate, was companies third as the umbrellas described by Yoshino as follows: A holding company extended over a network of subsidiaries and affiliates, through linkages of intercorporate stockholdings, interlocking personnel help, management directorates, decisions operating and bank credit. transfers, for the subsidiaries and affiliates were made by 103 American occupation forces dissolved the formal holding company ties in 1946, splitting off the real estate development and trading companies from ownership by zaibatsu group banks. Individual companies were incorporated under separate charters with independent managements. Today former zaibatsu banks, development trading companies, corporate names, each other patterns. Japan, many of and which through share interlocking commingled estate to clients or via companies banks such Yasuda ownership market small to as developers Mitsubishi, zaibatsu) company development long- and can introduce and entrepreneurs. Sumitomo and are among the largest companies. in investor Fuji in world and stand behind the efforts of both trading and estate U.S. Trading companies have extensive, established business contacts in the U.S. (formerly same development companies provide directly funds. development estate the corporate projects for trading companies to either Zaibatsu real operate in close informal cooperation with Real development companies the real These long-standing inter- (but intra-zaibatsu) linkages can be potent forces in connecting Japanese capital to real estate opportunity. Real Estate Development Companies Real estate development companies Hawaii and began operations California prior to the arrival of most in other Japanese real estate investors and contractors now active in 104 the U.S. marketplace. business offered Establishment of a U.S. an "emerging point of leverage" in based real estate businesses for bank, management idea U.S.- trading and property arms of the former zaibatsu groups. The group was to strategically position these companies over extended so development period in U.S. that they would an real estate development businesses be able to generate development opportunities in geographically diverse markets for Japanese institutional foothold in and this effort because common perception individual investors. business was perceived Establishing as a Japanese executives and investors that the U.S. development a long-term share business a is quite risky. "Although experience is helpful in consistently choosing above-average absolutely of investment properties, essential to be able to cope with the high on-going development," observed Toshio Koga, Planning it and development Development for Toyo Real Estate risk Manager of Co., arm of Sanwa Bank.(97) Trading companies complement and coordinate, is the could rather than compete against, the efforts of these Japanese real estate development companies in the U.S. Trading Companies The U.S. process of bringing Japanese capital together with real related estate investment will be managed trading companies, by zaibatsu- because they can provide access 105 to medium-to-large funds is scale Japanese investors and channel to real estate development companies in the U.S. an intermediary service similar to the one they It have traditionally offered in the now-declining export sector. Different objective, real trading companies will accomplish this however, through distinct approaches to the U.S. estate development and investment process. Yet, although a common strategy for the development business does not exist even among the largest trading firms, some similar patterns of trading company real beginning to emerge. Mitsui and estate objectives are A few large trading companies, such as Sumitomo, want to concentrate on brokerage rather than direct investment and partnership involvement in development projects. in Some of these trading firms Californian and Hawaiian income-producing properties the early 1970s. They acknowledge, ventures have not been profitable. initial of that or eventual goals. Sumitomo attention to "The attitude admits Corporation.(98) Today, finding, on U.S. most rather than investing properties and development projects. in many These trading firms made buy a property and study it'," venture however, approaches to the marketplace without a clear objectives let's of invested was Kunio idea 'OK, Ohsawa are turning in existing Although they will co- projects with Japanese client firms which are new to the U.S. market, they intend for this direct role to be a temporary means for establishing relationships in the U.S. real estate business. 106 intermediary Alternatively, & Co. pursue co-venture development projects for their own account. In 1985, value of its U.S. $375 other trading companies such as C. Itoh million. roles on for example, C. Itoh & Co. increased the development projects from $50 million "We our are unique because we projects," stresses take Hiroshi to leadership Abe, General Manager of Overseas Construction and Contracting at C.Itoh & Co. in Tokyo. "If a developer has a good project we must be able to analyze it ourselves rather than depend on a bank or consultant, because Japanese clients look to us for guidance."(99) Both of these differing means, companies. It approaches underlie, albeit through the basic intermediary role of the trading is a role with which trading companies comfortable and confident. ago," observed N. "I joined this company 27 are years Ide of Mitsui & Co., "when cement, sugar, and rubber were key businesses; but they have also dropped away, later, . . textiles dominated, . now, real estate. There is no difference, except its immobility."(100) Inter-Company and Intra-Zaibatsu Relations Relations between real estate development companies and trading firms may lead to vertically-integrated development activities by zaibatsu-group companies. the Since World War II major businesses of the zaibatsu holding companies have operated autonomy." with what might best be termed There is potential for group-related 107 "coordinated businesses to real estate projects at different stages impact on U.S. of the development process. (the Estate company) may not development relationship reporting For example, whereas Mitsubishi the of directors to the board of strict a have Mitsubishi Bank or the Mitsubishi Trading Company, each real project estate it undertakes in the nonetheless is U.S. likely to be affected in some fashion by other businesses in the Mitsubishi Life. partially Mutual Meiji The trading company marketed steel and elevators for and portions of the to the contractor, building to the U.S. project may eventually be sold off as securities Mitsubishi Banks' client base. will tower office Oregon by a group-related insurance company, funded the Portland, A which Mitsubishi Estate invested was in project Group. Marketing of the securities be accomplished by the financial services division of the Mitsubishi Bank. There are many other aspects in group-related which companies can contribute to a project. For example, Mitsui & Co. Finance Inc., formed to provide (trading company affiliate) was recently "financial services to Mitsui-related companies in the U.S. and Canada, and for Japanese companies making services general direct investments in these countries." will residential include construction loans, and mortgage (101) These financing, intelligent-building construction financing. Additionally, Mitsui U.S.A. (trading company subsidiary) has recently formed a fund with U.S. investors, Japanese banks, 108 venture capital and the Shimizu America Corporation for the purpose of technology application to a variety of projects, among them intelligent buildings. Two brief overviews of zaibatsu group companies engaged in U.S. between real estate-related businesses, and the relation the development and trading companies operating in the U.S., suggest future patterns of group interrelations in the U.S. real estate market: a) the Mitsui Real Estate Development Co., real estate development operation arm Ltd. (MRED) is of the Mitsui Group. It is just one of many Mitsui-group companies engaged in real estate activities, as the following list demonstrates: Company Business (principal and otherwise) Mitsui Matsushima Co., Ltd. Real Estate Services Mitsui Construction Co., Construction/Engineering Ltd. Mitsui Harbour & Urban Construction,Ltd. Land development; construction materials Mitsui Home Co., Land sales; design; construction, and sale of housing Ltd. Mitsui Lumber Co., Ltd. Building materials Mitsui Road Co., Ltd. Civil Engineering Mitsui Real Estate Sales Co., Ltd. Mitsui Real Estate Development Co., Ltd. Commercial/Residential Brokerage 109 Real Estate Development Mitsui Kanko Development Co., Ltd. Sunland Co., Source: The Commercial/Residential Hotel Management Ltd. Recreational Development and Management (102) trading company began U.S. real estate activities as a strict investor, but has shifted to co-venturing development projects as a transitional providing intermediary brokerage. For example, real entered into projects in early performance in the estate Mitsui & Co., initially the step Southern 1970s. on some projects, direction services development mixed the development was U.S. Fudosan. entrusted to MRED's In addition to financial such as the Portman-designed Bonaventure Hotel in Los Angeles, largely as Ltd. (trading firm) California After such of development business subsidiary, Mitsui activities, the development company later expanded into investments. It owns two prominent Manhattan office towers, as well as the Crocker Bank Center and adjacent land in Los Angeles. Mitsui & Co.(trading company) is currently involved in high-tech communications ventures with the Enhanced Network Services group of AT&T, a part of which operates out of the AT&T Angeles Center, purchased a Los office building recently by MRED and the Dai-ichi Life Insurance Company. MRED (development company) generally assumes a joint venture partnership position in these purchases, but is brought to the joint venture by Mitsui & Co.(trading company). However, 110 occasionally obligated Mitsui & to ease U.S. Co. (trading with a degree of comfort in market environment. arranged and Construction For example, invested Company will market entry for a Japanese via direct joint venture participation, client company) in be client which provides the the unfamiliar U.S. Mitsui & Co. has recently a joint venture with and a local developer in a Shimizu Phoenix, Arizona office park and hotel/recreational facility. Shimizu had desired to become involved in the fast-growing Southwest area, and Mitsui & Co. offices (trading company), in Dallas/Fort worth, El Paso, which maintains Phoenix, and Los Angeles was able to prospect on a Sunbelt area-wide basis to find an appropriate match of project with developer and investor. b) The Sumitomo Realty & Development Company (SRDC) is the real estate development arm of the Sumitomo Group which began U.S. operations in 1973 with a Hawaiian hotel project. It then moved subdivision on to Southern development and California sales, residential before diversifying into commercial properties in 1983. ten U.S. Only after years of development projects did it invest in existing property, reasons. 1985, further It downturn less for strategic than purchased a New York City office according President but to Yoshiteru Nishimoto, of East Coast operations, financial building Executive in Vice "because we foresaw a in the profitability of the California residential development business and wanted to protect 111 ourselves from the cyclical nature of the development business."(103) SRDC's principal focus remains real estate development, in a fashion Company's, as product recently a co-ventured syndicate liquefy Estate means to eventually in Japan. center in Ontario, to Real Development they view their sister trading company (Sumitomo Corporation) estate similar to Mitsui and our Overseas in Corporation real the company has example, a $20 million the future. investments," "and U.S. mixed-used commercial California, portions of which it desires Business operation, For market observes Director obviously could "We would like to Takaaki and former head Ono, of the Sumitomo Bank handle the marketing begin and and to SRDC's the U.S. Trading distribution aspects with the Japanese investors."(104) The New York City investment range of could likewise be sold or syndicated to Sumitomo Corporation (trading company) a wide Japanese clients. The Sumitomo Corporation, Group's trading company, is primarily an investor in U.S. Sumitomo real estate, but appears to be moving toward an intermediary role similar to that of Mitsui & Co. the Mitsui Group, and services. company) developer, estate annual and It boasts, like of a wide range of real estate activities For example, 1985 Construction (trading company). Real contractor, Sumitomo Corporation's (trading report Estate describes Division its "as group's investor, and investment consultant for real and construction operations in domestic and overseas 112 markets. and This division is engaged in real estate businesses in the construction of offices, shopping The Sumitomo private centers and industrial America Corporation subsidiary) owns the 42-story, New York complex City, in properties Corporation estate in has and Houston (trading condominiums, facilities."(105) (trading company 600 Third Avenue building in developed an office tower Hawaii, in homes, purchased and Kansas and industrial City. warehouse The company) is investing hotel Sumitomo in U.S. real order to satisfy Japanese investor appetite existing U.S. for property opportunities. The SRDC (development company) is poised to develop U.S. real estate projects that can be sold by the Sumitomo Corporation (trading company) in Japan to these same institutional and individual investors. A many closer of look at Mitsui Fudosan will help the underlying motivations and goals highlight of Japanese real estate development companies active in the U.S. market. Case Study: Mitsui Real Estate Development Company, Ltd. Corporate Heritage Mitsui Real Estate Development Company, owns 14 million square feet of office space inventory Estate 1985 of which is exceeded only by Ltd. in landlords (25 million) and Nippon Life (17 million). ("MRED") Japan, an Mitsubishi Its FY assets of $4.025 billion would rank it in the top half the Fortune 500, ahead of such companies as 113 TRW, NCR, Reynolds Metals and Delta Airlines. its land Moreover, holdings carried at book value, with 75% of asset value is understated on the balance sheet. In the past, MRED's principal activities in Japan were development oriented. represented Income-producing property was largely by office buildings held for rental income long-term appreciation. not a and Sales or short-term investment were principal component of the MRED modus operendi, a philosophy consistent with that of most Japanese real estate investors strong who, whether large or small, disinclination towards In the early 1980s, new corporate strategy. office leasing diversify appropriate, Until so MRED's activities. This board diverse most construction estate. sought included, the development and sale of office recently, building real The Japanese economy had slowed and In the 1984 annual report, increasingly selling a however, MRED began to formulate a stagnated, corporate generally share where buildings. Mr. Hajime Tsuboi wrote, " strategies are becoming energies have been and leasing. Now, to . essential. directed toward the Company is expanding its scope of operations into such diverse areas as sales of office buildings [and] construction and of hotels .... "(106) management This goal to effect a more blended portfolio was stated even more explicitly in another section of the annual report: 114 In the real estate industry, maintaining a healthy balance between sales and income requires constant and It is no longer desirable to careful consideration. concentrate solely on leasing buildings, a long-term This area must be complemented by capital investment. the construction and development of buldings for sale, a result, a As investment. capital short-term profitability will be raised, and income flow will In other words, we at Mitsui Real become more stable. Estate believe that a long-term stable income source in the form of leasing activities supplemented by shortterm capital gains anticipated from our new area of operations is the best combination to ensure continuing prosperity. (emphasis added)(107) U.S. Activities activities in the U.S. MRED's policy set in Tokyo. yet have activities Sales-oriented properties. by The long-term strategic plan calls for U.S. and sale of a small number of select development the are largely defined to be implemented in the U.S., however, in large part because MRED to want executives development process all learn facets American the of before putting the firm's name on the line. subsidiary, Mitsui Fudosan ("MF") MRED opened its U.S. in York 1972 in Los Angeles, in Among 1983. transactions to and subsequently expanded the thirteen recorded real New estate in which MRED and MF have participated are the following: 1. The AT & T Tower -- in L.A. a 1 million square foot office Equity purchase with Dai-Ichi Life (Date of completion/execution:1984). 2. Palomar Airport Business 115 Park -- a 340-acre business park near San Diego (1984). 3. The Hyde Park Hotel -- a 16-story Manhattan hotel at 77th and Madison which is currently being refurbished (1984). 4. -- Suburban Chicago office building participating permanent loan, coupon yield upsides (1985). plus cash 5. Development project -office building Manhattan. at MF $48 million from which flow MF and receives future sale a planned 260,000-square foot the corner of 40th will a co-develop and and has Fifth a in forward purchase commitment. (1987). Mitsui portfolio Fudosan that investment same is desires to assemble risk-diversified vehicle, development (by an property noted above confirm such dual objectives. Park hotel project, with a New York developer, the first-hand The for maximum educational benefit. Hyde type, stage and region) at time that it creates opportunities to gain experience American projects For example, the in which MF is a limited adds a hotel to the partner portfolio enabling management to witness a thorough renovation job and assess its impact upon hotel operations. Financing while arrangements and distant facility test their ability to underwrite deals in an investment is unprecedented among Japanese investors. markets, which new as well as 116 innovate The 40th & Fifth office project, partner, in which MF is a general will test its ability to develop a major Manhattan office building. There First, are two components to this educational like Sumitomo), which its principal and them with U.S. business methods and This is evident in the educational backgrounds of management; among assigned to the U.S. at (Mitsubishi MRED categorically supports learning experiences familiarize markets. competitors process. Cornell the ten or so individuals is a senior executive who was educated Business School and a junior executive matriculated at Harvard Business School. Americans currently and the U.S. who is Their knowledge of real estate market is impressive by any standards. Second, MRED wants to learn about many different investment products and vehicles, for they intend ultimately to export such techniques back to Japan. estate market instruments In an has neither the The Japanese real sophisticated nor the varied techniques of the article appearing in a Mitsui & report, a Japanese Co. financial U.S. market. market update real estate analyst writes that "the United States and Europe are still far ahead of Japan in the real estate industry, so it is very likely that the opportunity to gain broader experience is part of the allure for Japanese companies to move abroad." (108) MRED believes that participants in the Japanese real estate market desire to utilize such advanced techniques, a belief reconfirmed by 117 the reaction word got to their Chicago participating out unprecedented] Japanese solid we placed the on the Chicago office an MRED executive opportunites, and quickly most of market needs, importantly, and building, in the an overseas market, practice however, of such traits may considers such be us for Tokyo and speed. for new flexibility are characteristics which the company lauds.(110) in many the an eye creatively" "When [heretofore MRED prides itself on innovation understanding respond had and securities companies contacted claimed office.(109) "A loan banks details," that loan. corporate When dealing the risks attending high. to the Nonetheless, MRED risk essential to both the educational and long-term investment exercise. Strategy, Strengths, and Weaknesses Real estate development companies have expertise and knowledge in differing aspects of the business, such as land banking and development, and residential subdivision and sales, industrial property prospecting and development. recently, large commercial office projects have Until been exception rather than a rule for most group-related as as smaller, Mitsubishi an well independent development companies. For example, Estate (development company) has developed the following residential projects over a ten-year period in the 118 U.S.: Houston, TX 1981 470 single family lots on 122 acres Commercial center on 14 acres Atlanta, GA 1982 300 single family lots on 174 acres Commercial strip center on 6 acres 110 single family lots on 89 acres Palm Beach, FL 1983 120 single family lots on 115 acres 10 Condominiums on 5 acres In 1984, Mitsubishi Estate co-ventured a 736,000-square-foot office tower in Portland, Oregon with Meiji Mutual Life, a zaibatsu group-related insurance company. For has all of these organizations, seasoned management and places them in position to generate company experience an exceptional diverse development Additionally, development geographically projects for Japanese investors. the practical managements have experienced good and bad times U.S. real fortunate to estate business, and in many be able to shift away from cases in were regional markets before boom conditions turned to bust environments. Takaaki Ono, Director of Overseas Business at Sumitomo Realty, Akihiro Inouye, Estate, have Overseas each Business Manager spent over 12 years in development assignments, at a "I built, who is best qualified to build it," "and and Mitsubishi variety of and consider themselves local U.S. developers. know and what will sell, where it should noted be Ono, I understand equally well the dynamics of the Southern California market."(111) Real estate development companies are 119 confident that will capabilities Japanese investors through trading company but no longer," in each area. market adds in referring to future he believe," alternatives and experience have "We now Mitsubishi Estate's Akihiro Inouye. cautions "We contacts. to leave details to general partners, used to tie-ins lucrative permit project We company trading links, "tthat these companies will come witn us."(ll2) fact that development companies have learned about The real estate development process liberates the U.S. trading companies to concentrate on recognized strengths for selling and rather than building or buying. brokering, strategies although overlapped between and have objectives real estate development Therefore, occasionally and companies trading firms, there appears to be an increased awareness on the of each of the benefits involved in part coordinating long-term goals and the means used to achieve them. firms are moving from direct and investment Trading project involvement to concentrate on intermediary and transactional aspects of the real estate business. getting Makoto analyst division Kaimasu, for with from long-term return situations are basically unfamiliar and they are away "Trading companies are the construction Nomura Research advises uncomfortable," and real estate Institute in which securities Tokyo, of Japan's largest securities trading firm. aiming for brokerage as a strategic direction a "They for involvement in U.S. real estate."(113) Trading companies are neither accustomed to holding assets nor comfortable in the 120 to started about think & Mitsui of stages securitization."(115) three distinct brokerage, development, involvement: states organizing," "so that we foresee Ide, Co.'s we "The depreciation!"(114) company is in the business of trading few activity, even after 30 years of U.S. until the 1970s, just has "and that Sumitomo's Ohsawa, depreciable assets," cautions real U.S. "Recall that a trading company business. estate in the involvement extent of their the limit they want to clearly define and As such, sellers of goods. and buyers but are rather of products, phase production decided to pass stage one Having and to development companies, the trading companies are emphasizing the second stage of involvement. directly to Japanese investors, be must companies brokered their projects because investment packages banks, through possess Development weaknesses. not have mechanisms to bring do companies and strengths complementary trading and development Both firms, securities and trading companies. Alternatively, trading companies have not opportunities development had great success in generating for the sources of capital which they are uniquely of channeling. aware that strategies be may coordinated trading company sales of development company development capital. eliminate the by promoting projects, and access to trading company sources of of company to significant weakness and avoidable costs of company This increasingly group companies are Zaibatsu capable is a way for both 121 kinds failing to focus on available strengths. Conclusion treatment of Japanese real estate activity in our size the investors in Japan. longer for estate concerns. distribution and range positioned scope by investment for available U.S. are companies Development increase diverse a encompasses U.S. of the of participants. to substantially estate real projects institutional principally They have been active developers in the real than any other category of Japanese They now have the product and mechanism. withdrawing gradually concentrate on Meanwhile, rather marketing, are trading companies from direct investment in to order real generating, than a require estate products for investors. It is an appropriate match. Trading companies occupy a unique place in the spectrum of projects. service sellers and buyers The of trading putting opportunities. of properties firms capital and into are moving together developers with "Bankers have a limited audience, the of basic investment they have only their depositors," suggested Ide of Mitsui, "but we are connected to almost everyone."(116) They will operate on the development side of real estate through a relatively small group of zaibatsu-related development firms. Successful coordination of development companies investors will create an important, product segment and as yet within the Japanese market for 122 with unrealized, U.S. real large it is presenting opportunities for Currently, estate. as well as medium and smaller-sized institutions; market investor five. There is which potential investment and development, parameters, trading development companies analyzed is for an ahead integrated in individual they will intermediate for the huge the future, the chapter in chain of with Japanese investors setting companies providing determining varied markets, projects. It and is within the proven capabilities of major zaibatsu concerns to manage this process of real estate capital allocation investment. 123 and Chapter V: Small Investors: An Overlooked Market Coming Of Age "There are countless people who wish to invest in U.S. real estate. The problem is finding the product. What we need are American developers to present us with product." Hideo Niou President Jones Lang Wootton (KK) section treats, This subject in investment of in an omnibus U.S. real estate Japanese investors, including individuals. the fashion, by smaller Examples of such investment and potential areas of opportunity for Americans will be reviewed. Partially new and in defined vehicles terms area, U.S. investment market segmentation is of prospective available. investors although there But is or sector, almost all agree that it is a is a well not sorts of disagreement observers as to the "investor profiles" some among this untested such because sector within which holds a huge potential for capital inflow into U.S. realty. Investor Personality Traits and Investment Biases "Small investors" small-to-medium are non-financial corporations, closely-held companies, high-net-worth individuals, and middle-income individuals. 124 Not surprisingly, there are investment disparities among these groups. Notwithstanding such differences, however, the investment personalities of these groups show a correlation on most issues. Among these are the following: a. Such investors are increasingly edgy about investing in Japanese real estate. While they used to be with reasonable 4%-6% yields comfortable quite capital and appreciation, they are finding it difficult to tolerate the current 1%-2% yields. entry the high gross means costs put much real estate beyond the such investors. varying price of The allure of America's 8%-10% yields as is the potential availability of is great, of Furthermore, ranges within a large product market and stable country. b. investors have found it difficult to Small locate appealing and affordable U.S. product, and they believe that only those products offered by "name" institutions can be treated institutions are skepticism. without disinclined investment magnitudes, due to to trade Yet, in diseconomies of The result: a severe shortfall in supply of such small scale. "endorsed" product. c. These Japanese are unfamiliar with most American cities, with the exception of Honolulu, Los Angeles, San Francisco and Manhattan. 125 This is not to say that they have not heard of Dallas, more D.C., Washington, certainly, than Americans are and reluctance no but the Japanese are city respective familiar with, say, Such unfamiliarity Yokohama, Osaka, Nagasaki and Kyoto. breeds and, Philadelphia with their location or familiar dynamics Chicago, dissuades and suspicion, investment. d. The preferred real estate product is urban office so not but buildings, kinds of products may Other institutions. small investors who are personally familiar their operation in investment-driven not though Second homes Japan. purchases, larger with as exclusively appeal to with the in Hawaii, been have popular. e. Japanese are unfamiliar with partnerships as legal if passage of the germane provisions of the Senate version of the new tax vehicles bill for investment (although, barrier). There legal concept no is of partnership Thus, deals which call for special within Japanese law. allocations to various partners for tax reasons and like are unacceptable. to percentage see their of a the Importantly, such investors are not favorably disposed towards shared ownership. want a such unfamiliarity may be moot as takes place, property pool. 126 -- There's they some don't "They want mystique a to hard ownership."(117) They prefer direct investment in real estate assets rather than financial securities. f. wait to prefer but until only not their to where Mitsui and others have put ."(118) clusters However to while slow be often exhibit a characteristic lacking in most market, institutions: the ability make to a quick "Any company owned by one person can make a decision. quick decision -- regardless of size."(119) in comprehending U.S. real estate goes Difficulty beyond . in smaller investors, once comfortable with a convinced, large . . be money we find them wanting to be other words, In down. market, "[They want] to also until the verdict is in. close more and larger have invested in a institutions knowledgeable h. They These individuals are not market risk-takers. regional unfamiliarity; compounded it is by investment and underwriting norms used by the different For instance, respective countries. the American norm goal) of assigning the greatest amount of a (and often, building's value to its improvements is contrary to the of the Japanese value valuation system, which places most in the underlying land -- explained by depreciation increased to dramatic a difference differences in schedules (U.S.: 19 years, 30 or more years under the bill; Japan: 65 years). 127 the partially respective likely to proposed be tax There i. is growing moderation in aversion Japanese towards selling the real traditional real estate; estate is slowly being viewed as more of a transactional Intermediaries commodity. investors with such claim that they may be somewhat receptive to may be calling deals who have worked for a shorter This hold. their particularly true of smaller investors because of relative freedom from "public perception" considerations (specifically, "loss of face") which tends to inhibit the sale of real estate. In order to develop these and other points further, we investment by address focusing the upon issue the of "smaller vehicles investor" available to them: direct investments, sponsored programs, and securitized real estate and pooled funds. Opportunities for Direct Investment Japanese real estate investors of almost any size generally prefer to own all of a small building than part of a pool. "It's very difficult for them to invest in a basket of properties." (120) A principle deterrent to such acquisitions by Japanese investors has been the absence of product -Manhattan. This shortage 128 particularly in is largely a function of two disinterest of large institutions and brokers the factors: in properties smaller such for U.S. More U.S. the capable and institutions are interested in and individuals market together with a fairly efficient for such product, of acquiring properties costing $1 million-$15 million than in the "mega-deals," and such investors often enjoy all of the benefits coming with a home-field advantage. property small seller American prospective exist greater however, few whereby American property owners can tap Currently, demand for his product in Japan. mechanisms even an would find a where exist situations "market," American the efficiency of relative the Notwithstanding exists. problem corollary a Nonetheless, into Japanese smaller investors. global truly Such Wu, opportunities is K.S. U.S. and real estate investment including Japan. and other side American and international between The real bottleneck lies small companies unable to find of -- facilitating the and Japan doesn't lie between multi- like IBM and Sony. medium to a "My observation is that the bottleneck of trade between the U.S. nationals create president of Peers & Company, merchant banking house devoted U.S.-based -- inefficiencies One who is attempting to capitalize upon such opportunity. trade market the Pacific."(121) Asian employees business Peers with and investment long access & Co. on the employs backgrounds banking. in It in also takes advantage of both the capital and the market knowledge 129 of the $ 73 billion Japan Long-Term Credit Bank shareholder in Peers. (LTCB), a To date, most of its investments have been in non-real estate fields, but Wu sees a growing market demand for U.S. realty. Not surprisingly, with given such market barriers, together the disaggregation and lack of coordination within the small-investor market, a variety of remedial steps are being tried. Some the U.S. companies have attempted to go directly market, with apparently mixed success. A case in point is the experience of Kato Kagaku Corporation's Kato, chairman manufacturer. of the Japanese malt syrup "Spending major hotel for sale, into and Masao cornstarch a week in Manhattan to look for a Kato learned of a few . . . possible But 'our negotiating partners didn't appear at the deals. appointed hours, and the selling prices were never fixed'." (122) He returned to Japan empty-handed. Another step has been the establishment of Japan-based consulting firms which affiliate with an American consultant or broker. Ltd. furthermore, PRR acts strictly as an intermediary; (PRR). it One such company is Pacific Rim Research, does not pretend to be a real estate expert, and relies heavily upon advice obtained through a cooperative agreement with the international law firm of Coudert Brothers in York, together with obtained information American contacts. According to its current consulting activities 130 by through marketing Pacific Rim New other brochure, Research include introducing in opportunities investors "Japanese United to Western States, investment and European Australian real estate and introduc[ing] foreign real estate developers from such jurisdictions to and owners The chief of the Tokyo office, investors."(123) able to produce quick decisions." being in business for a number of years, been Japan is a new one; therefore, (124) market PRR has but its office in there is no track record on it is noteworthy Nonetheless, which to judge its success. a company such as PRR has identified a that Yoshinori claims that "we want to be known within the Takagi, as Japanese market demand for such intermediation. A similar step real estate Japanese is the opening companies of which U.S. have offices by established networks of smaller-sized clients. In Japan, these companies organizational structures and orientations somewhat exhibit has Hawaiian buildings, Japanese select up a With an emphasis upon smaller properties, it "dwellings, brokers small shopping properties to One typical Toyo activity is to "dwellings for Japanese residing in [L.A.), prospectus office centers, condominiums and other investors."(125) for each such home Japanese to become the owner."(126) demonstrates is one subsidiary in Los Angeles, incorporated a U.S. such company. which Company, Toyo Real Estate similar to a Century 21. and drawing soliciting Toyo's success that a market for their services rich clearly exists, and that it is growing fast; "our 1986 commissions should double 131 to $15 million," claims Toyo's vice president, Imao Kawai.(127) A Case Study of What a Pennsylvania Avenue In early 1986, company, Small Kokusai Kogyo, purchased 10%-15% Investor Seeks 1001 a Japanese aerial survey of the equity in a 700,000 two-stage office building in Washington, D.C. square- foot, investment marks a significant milestone for the "The institutional investor. non- This is the first-ever investment by a non-institutional investor," claimed Daniel M. president of Lehndorff-Pacific, Inc., Murphy, a subsidiary of the major international consulting and brokerage firm, Lehndorff U.S.A. While Kokusai purchase such a statement borders on is most significant hyperbole, for a the number of reasons. First, the project represented the sort project which Japanese investors prefer, plenty of prestigious names on and the of "name" Kokusai project saw list. Approximately 50% pre-leased upon opening, 1001 Pennsylvania Avenue It is a high-visibility building. is equidistant from the Capitol and the White House, was designed by highly regarded Hargred, Hartmann-Cox/Smith and was developed by Segreti Cadillac equity investors include the pension Technologies, Tepper McMahon Fairview. & Other funds of Kodak, United The World Bank and a British utility company. The size of Kokusai's investment is estimated to fall in the 132 million $10-$20 range, "Kokusai and was selected because believes the United States to be the safest market and provides also the best return on such investments."(128) Because gives its investment Kokusai is not a real estate company, testimony to the depth of Japanese demand for real estate as a component of an investment portfolio. targets small investors. that plan strategic the purchase was facilitated by a Secondly, Murphy, According to formed an alliance with the Mitsui companies "Lehndorff to invest Japanese funds in U.S. properties to meet the growing of need medium-to-small sized investors funds surplus attractive foreign their invest assets."(empahasis working He claims that Lehndorff is currently added)(129) on in to investors." two more deals "involving non-institutional (130) Finally, 1001 the Pennsylvania Avenue purchase play an example of the role which Japanese firms can gives in such deals; in particular, Mitsui Trust & Banking (MTB), which has Kokusai as a client, (MRES), which is making and Mitsui Real Estate Sales a market in suitable locating investment opportunities for smaller Japanese investors. Lehndorff contacted MRES this particular deal, them of the availability of the stake; its sister organization, the stake clients. for to In inform MRES then contacted which originally wanted to acquire the portfolio of one of it pension fund Approval of the pension fund investment could not 133 be obtained from the Ministry of Finance, turned to Kokusai, however, so MTB another client, and the deal was quickly done. an closer look at Mitsui Real Estate Sales provides A example of this small investor market and how it will be serviced. A Case Study of a Small Investor Intermediary: Estate Sales Mitsui Real "In Japan business society, the name of the company is critically important. Companies are eager to keep the good name,so people trust it". Takahiro Fujiwara Vice President Mitsui Fudosan (N.Y.), Inc. Mitsui is one of the more heralded names And Mitsui Real Estate Sales, real estate. many independent companies in as one of the under operating Japanese the Mitsui umbrella, enjoys substantial corporate goodwill. Within Japan, MRES and small residential is best known properties for its domestic business. brokerage However, in 1982, a feasibility study identified a potential demand by smaller Japanese investors for U.S. As a result of these conclusions, an real estate. international operations department ws formed. In 1983, "we began to knock on the doors of the middlesized real estate holding companies in 134 Japan, principally Tokyo," says Mayumi Oda, manager of MRES's operations department.(131) were slow that time were opportunities "the satisfactorily were ackowledgement that Most individuals were to respond. available. on is the -- and Furthermore, world's content to Yields at Tokyo. high, the part of such U.S. clients Despite these efforts, in the market they knew best invest international real despite prospective most estate stable the investors country," discrepancies between the norms of the American and Japanese markets result "caused the Japanese big of these factors, problems."(132) As a little international business was transacted in 1984, and Oda and his staff (eight individuals in Tokyo, two in L.A.) used this time as an opportunity to learn about the U.S. market. Things conditions began to change in 1985. Two macroeconomic began to make Japanese investment in estate a more desirable proposition for smaller First, the U.S. real investors. real estate market of Tokyo became superheated; not only did prices, due in part to the involvement of large companies, rise beyond the means of many smaller investors, but yields (due to a host of factors, including governmental rental accomodations policies commercial tenants) fell to 1%-2%. that property, "now, affordable or not, transactions which existing favor A related phenomenon was became less available; are becoming less frequent and slower, and the holding period is becoming even longer."(133) Second, the yen, starting in late 1985, began a forty 135 percent climb against the dollar. Combined with the market constriction in Tokyo and other macroeconomic currency-induced fall in U.S. factors, the real estate prices increased interest in the product MRES was selling. MRES estate acquires information about through its staff in L.A., exclusive brokerage Wakefield satisfy office and or its Jones U.S. real as well as through non- relationships Lang "investment & available such Wootton. standards" as Cushman Properties which generally urban are buildings costing between $5 million - $10 million throwing off a going-in cash-on-cash yield in the percent range; percent & nine the internal rate of return, assuming a four inflation factor and a nine percent cap, should be approximately twelve percent. Currently, most of the investment opportunities come to MRES through brokers, while most of their Japanese customers come in without having been referred by institutions, efforts. "We Mitsui Trust solicited; they & or Banking are either other like or respond to articles which publicize MRES' don't have to pay for our ads," claims Oda. "[The newspapers] write about us."(134) how does MRES deal with the bogeyman But investors -- slow decision-making ? of Japanese Slow decisions may be even more fatal in the small property market, where a larger number of prospective buyers exist. Even investors may be slow to make decisions. 136 small Japanese Furthermore, "many of They are them are first-time offshore investors. thus very cautious, and they want to rely on somebody."(135) answer is to acquire the desirable MRES' its own name. This allows MRES time to find the appropriate who will doubtless be comforted for the property, investor by the MRES stamp of approval. the MRES will then sell all of parcel it off to two or property to a single investor, or hold onto all investors as tenants-in-common, three in property or part of the property itself. But such how did MRES itself develop the ability three years traditional the "It was tough," admits he and his staff had to make Oda, and to the conform But by 1985, his department had developed in-house system. investment board, of contravention norms ? decision-making for in decisions, to criteria and since and then experience Oda has which satisfied enjoyed fairly his broad discretion on deals of up to $10 million. In 1985, MRES transacted approximately $30 million in sales. However, in 1986, the number is expected to more than double into the $75 million - $100 million range. It is a growth pattern which is likely to continue. Sponsored Investments Mitsui preferably Real Estate Sales, while predominantly acting as an intermediary on behalf of Japanese investors, occasionally must act as a sort of sponsor. 137 and Such a role -- sort of that is, merchant banker or equity co-venturer -- evaluated by companies which Such a programs investors, large wonder investment also is a being Japanese real estate are currently active in the U.S. market. would be targeted towards the as small-to-medium and However, natural larger sized such as small companies given orientation studying such programs, Mitsui might of institutions. capitalization Co., number such second-tier currently where an investment advisor is the of and sizable those Mitsui firms Trading Fudosan and Japan Long-Term Credit Bank, why they would trouble themselves with one such vehicles when they are fully equipped to buy on their own account. Some corporate representatives about such sponsored programs. express ambivalence On the one hand, they view such programs as an opportunity to enjoy significant returns in the form of fees, is also exposure a return on equity and appreciation. method by which they can gain greater It market and expertise while concurrently laying off risk. Most importantly, however, it is an opportunity to reinforce existing client relationships by helping to introduce into a desirable market which they might not able to enter efficiently. otherwise them be "Many of our clients come to us for advice on American real estate," claims an executive of Japan Long-Term Credit Bank.(136) Some of these representatives express trepidation about 138 such programs targeted to the smaller investor. concerns center around the issue of relationships, specifically, event a the Most and more potential damage one might suffer in the sponsored investment sours. One experienced individual familiar with the issue noted: [Working with small investors] is a two-edged sword. Smaller investors tend to be less sophisticated about real estate. They do not understand that a pro forma is not a guarantee, not written in stone. If actual performance falls even slightly below our projections, I will get a telephone call, and no matter how much I explain, they will not be satisfied. They will say, "I invested with you because of your [company's reputation and] name. You should make me whole." This is very serious, because Japan is not a contractually based society. Very often we will make investors whole, to protect the relationship and our name.(137) But, such these companies are almost certainly going to give programs completely their feet a try. without wet by Such cooperative efforts precedent; are some companies have "sponsoring" investment not gotten opportunities whereby pre-existing relationships are brought into a largescale joint venture. Nonetheless, many large institution programs geared toward the smaller investor are still in the planning stage. For Mitsui & Co. investor-oriented stage strategic LTCB, such deals programs (trading company), small- are "stage three" of plan which is just are stage two beginning, -- "about a three- while five for years away."(138) Given the pendency of such programs, to it is precisely predict what form they will take. 139 impossible "It would probably would be structured like a participating loan, where we take the lead position and would bring clients in participants," clients says a representative of LTCB. The as likely would be "smaller corporations and institutions not individuals, -- who are more disposed to securities with a fixed return. "(139) However, programs small this same representative knew of two separate currently being formulated to tap institutional investor market. "famous American developer," investment bank, investors; another developer, bank, is is one concert Japanese program, with creating a program targeted together with an a a U.S. at such investment seeking to acquire a Manhattan office building by raising capital in Japan. structure and in In the Unfortunately, the exact nature, and goals of these vehicles "are still secret," because they have not yet been booked, their relative success cannot be measured.(140) A novel institutional is way in which LTCB investor market, exploits (original banking between investors, germinate capitalization: the relatively million) D.C. Formed merchant to help the "bottlenecks" which obstruct easy access smaller its Co., $12 house based in Washington, circumnavigate small and served its client base, through its investment in Peers & small this Japanese president and notes American companies that "I have started this concept in business and investment 140 and to banking. We tend to put our money where our mouth is, instead of just putting deals [together] and earning fees from that."(141) are targeted which corporate investors is just beginning. planning the stage and are just Japanese smaller towards vehicles in real estate the current status of sponsored U.S. Thus, offered. being now are programs Most Institutions which plan to one day offer such programs would putting some name on a product targeted towards their before market gain more experience in the U.S. to prefer of their more valued customers. Small Investor Securities and Pooled Funds It can be seen from the preceding two sections that the distinctions between different kinds of vehicles investment available to estate real U.S. Whether corporations and institutions are somewhat blurred. a direct or a sponsored investment, vehicles sized small-to-medium prefer such investors which bear the imprimatur of a reputable Japanese or American institution, are in familiar locations and offer high and predictable returns. Investment individual adventurous; orientation and instruments investor indeed, are not geared any towards more the distinctive small or they are less so, with an even higher towards fixed-income annuities, yield security name underwriting than the relatively larger small investor. 141 corporate Ironically, most of the Japanese interest in estate-backed securitization has been pushed by institutionals Europe, ...."(142) growth, the than centered in Japanese are rapidly overtaking everyone else One of the biggest impediments to even however, is mere comprehension -- American real estate market, boot. large "While much of the initial real estate securitization] was 'the the The level of interest from both kinds of investors appears to be growing. [in real towards like-sized institutions rather smaller investors. activity U.S. greater not only of the but the secondary market, to Before such knowledge can trickle down to the "man in street," the Japanese brokers must both be educated and convinced: The major foriegn investment houses also have undertaken their own education efforts. "Virtually every international financial institution has someone who is aware of securitization and is doing studies for senior management" ... For example, Nomura, one of Japan's largest investment firms, has developed a number of brochures and publications on U.S. mortgage securities, and the Nomura Research Institute, which is the biggest think tank in Japan, ... has done several reports (143) Such educational efforts extend to the U.S., as well. Akita, has a vice president in Nomura's New York headquarters, a library of information on reflects issue. Nomura Shuko the U.S. real estate, amount of time and energy he devotes According to his associate, Research Institute, to the Kazuhito Kondo of the an author and noted 142 which expert on Japan's real estate market, partnerships. limited master U.S. in Japanese the there is growing interest among a good deal of his time is now spent studying Consequently, this new real estate investment vehicle. efforts Educational securitization by the Moro of being met with tepid enthusiasm is themselves. Japanese brokers Yamaichi Securities Yukio Although (N.Y.) was quoted in the Street Wall as claiming that "Japanese investors are very eager Journal to estate real notwithstanding, make more investments in [U.S.] real in noted later currently a conversation such in active that Yamaichi not was "Many securitization. he (144), estate my of colleagues are afraid that they will ultimately lose part of their securities business if their too become customers interested in real estate as an investment."(145) such reluctance truly exists within the securities If by reinforced the performance and of it is estimated that estate $100 million of the $750 million program was Become investors, contoversy and Nomura, 143 in a approximately purchased under the slogan Manhattan Landlords," both underwrote and large portion of that amount. is the which community took a large position offering; been has This program real Japanese it to have been the first in considered investment Japanese mixed might expect that the Rockefeller Center REIT. surrounding generally one community, brokerage by "Let's placed a Although many critics of the offering of are willing to concede to the long-term deal -- the an element of great importance to the sighted Japanese -are Initially now program, no managers, future offering is likely to be a the branch Without the full support of these issue. stagnant over clients are reportedly grumbling their branch these skeptical, managers had to be strongly lobbied to support the and far- a large number of Nomura branch managers burnt. feeling potential success. "[Rock Center] will dampen enthusiasm, not only of investors but of the Nomura branch managers as well. will very hard to overcome," predicts be I think that it one experienced Japanese analyst of the U.S.real estate market.(146)Nomura's has a completely Akita "Rockefeller have speaking 12, however. been not Ken Miyao, Officer Rockefeller real Those who are interested in U.S. deterred." (147) agree; Others Executive Vice President and Chief alluded of Mitsui Fudosan (U.S.A.), Center and said: June on before the Asia Society in New York City 1986, Executive point-of-view, Center was more of a financial asset deal than a real estate deal. estate different "We are sure that there is and large market for such investment vehicles in Japan, to a we are conducting a preliminary study on the subject."(148) The not only Bank of America is one American company which committed itself to developing U.S. real has estate investment instruments targeted towards the Japanese market, but has also taken tangible steps towards 144 their creation. to Jack S. According Cooper, Managing Vice President and Director of Bank of America Investment Real Estate, BOA has other foreign similar developed "real estate funds" for investors, and they have developed four different investment prototypes which are designed would appeal to Japanese structure and liquidity. investors of various size, funds to These which be offered in an investment climate he summarized as follows: Typical Expected Returns, U.S. Real Estate, 1986 Downtown U.S. office buildings: Initial return (cap rate) of 5%-7%; long-term return (IRR) of ll%-13%. Other U.S. institutional real estate: Initial return of 7%-9%; long-term return of 12%-14%. Participating and convertible mortgages: Initial return (coupon rate) of 9%-10%; long-term return of 11%-12%. Given the relatively low rate of U.S. interest rates, participating mortgages are currently less attractive to developers. Conventional mortgages: of 10%-12%. Source: The Initial and long-term return (149) four generic types of funds being formulated by Bank of America are: a real estate certificate of deposit; a real estate open-ended trust fund; a real estate limited partnership. the only principally of a real estate "security'; and a ability open-ended trust to According program would towards institutional investors, be 145 targeted this in light typical minimum subscription of $500,000 due of the investor to redeem shares Cooper, without to the penalty; the other programs would have minimum subscriptions running $1000 from (the real estate the respective funds vary in terms Although to "security") characteristics are quite similar: rate internal liquidity, of subscription and underlying security, minimum $50,000. 6%-9% going-in, 11%-14% properties, producing to Fund proceeds would be used of return. income- conventional and participating loans against place yield their or buy such to property the for account. To date, however, BOA's program has not been offered to investors Japanese at approving them for sale. balked both the Ministry because of has Finance Despite the fact that Nomura Securities and Toyo Land are co-sponsoring the instruments, Cooper notes that the Ministry of Finance is somewhat reluctant to embrace a real estate fund at this time which might rates. with ongoing Japanese interest compete However, I feel that a fund structured so that it does not compete with those rates, but rather keeps in line with them, where gains would be realized on the sale of the property, should meet with a greater of Ministry the by approval of measure Finance.(150) in Thus, authorities real and brokers insist that a strong latent estate-backed small instruments exists among assigned have gotten off to an erratic start. to a number of parties: overly cautious investors; the Japanese overly ministerial 146 Blame can overly zealous of demand programs designed to tap individual investors, demand number while a significant conclusion, that be brokers; governmental officials. Nonetheless, such investment seems almost destined become a potent source of capital outflow, the past pattern Specifically, of Japanese investment the in U.S. while programs attempt to work the kinks out, penetration of the market and with that, of for it fits into Japanese institutions will continue to expand larger to knowledge. By the their expand their time securitization base are programs smoothed out and have developed a track record of sorts, the investors will institutions be able to look to And assuming for investment guidance. spreads remain sufficiently high, Japanese experienced yield small investor capital is likely to chase products offered by "name" institutions. Summary Opportunities and programs "small currently in vehicles many of the large players -- small, of resources America and LTCB, -- to their study investor" Although the number of are proliferating. markets Bank tap into to and place is capital formal relatively Nomura, Mitsui Fudosan, are committing formulation. significant Concurrently, intermediaries which specialize in finding direct investment opportunities for such investors are appearing on the scene in growing numbers. The presence of such a capital market will increase the options available to smaller American real 147 estate able owners and developers. to look to the contemplating development, the small American Such participants Japanese capital finance or sale. real estate investor will markets when Increasingly, will become beneficiary of the internationalization of real estate. 148 be a PART III: INVISIBLE LINKS -- THE TIES THAT BIND Chapter VII: Characteristics Common To All Japanese Investors In Section III, we studied some of the distinct sectors real estate, placing emphasis of Japanese investors in U.S. upon respective their One idiosyncracies. to demonstrate that, of the principal pedagogical goals was contrary to popular American real estate of "consumers" and strategies investment wisdom, manifest Japanese significant diversity in style, experience, preferences and goals. In this section, we identify and discuss some important investor characteristics which are almost universally shared by investors. Japanese underpinnings of The empirical and such characteristics are sociological addressed, their effect on investment behavior are portrayed. instances, the real American authors estate present strategies players to In a few which capitalize and upon enable such Japanese traits. A. The Corporate Method of Decision-Making " Traditional Japanese decision-making We have to behave like takes too long. American developers, which are generally miss will we or held, closely opportunities." Senior official of a large construction company 149 Japanese Mention and he "Japanese is bound to respond: development dealing investor" to an American community has "Too formed slow." the with the Japanese is a slow, tortuous exercise heralded by -- qualities American developer The American expectation that tedious and sometimes which developers. are anything Accounts such but as the following only tend to reinforce the stereotype: The developer had scarcely put the prime San Francisco office property on the market when he received a call from a Japanese institution eager to talk about a deal. Discussions followed in California in August, then a few phone calls, then -- nothing. The developer found another buyer and by December had completed the sale. Six months later he got a letter from Tokyo. To his amazement, the Japanese institution indicated that its lawyers were finally ready to return to San Francisco and complete the deal.(151) Japanese, slowness. Hideo (Japan) estate too, and firm, are Niou, critical of such inculcated president of Jones Lang Wootton KK a former executive of a large Japanese real complains that "when [Japanese] are ready buy, all the good property is gone. to And, if the property is still available, it's either no good or too expensive."(152) Such however. sentiments seem to be a bit on the extreme Furthermore, not all Americans are uncomfortable with such glacial tendencies; the Japanese Company, working process for instance, with and many have learned to adapt to pace. Tishman Construction has enjoyed substantial success the Japanese. "When the Japanese examine project, they are not subjective . amount of homework, side, . in a . They do an incredible and it takes a long time to get them to 150 the table," president to play with Tishman.(153) the According waiting game, there is often to Gordon Clagett, for process real people to a undergo the consideration . they . Nonetheless, . may an executive vice have vice enough incentive. president of [The Japanese] realized " type of they have in place to make a major estate, senior And for those patient Equitable Real Estate Group, Inc., that , notes Christopher McGratty to time-consuming decision pay for about the extra ."(154) most of the Japanese interviewed are extremely sensitive to the criticism, and believe that steps must be taken to expedite the process if they are to competitive force in the U.S. However, be a before describing such remedial steps being evaluated and undertaken, a brief background on the decision-making process will be offered. The Corporate Method of Decision-Making: System Most corporate The "Ringe" decisions of consequence are accordance with the "ringe" system (loosely, a problem"). process, called It calls for a formal, made "consulting on hierarchical "nemawashi" (literally, in "root review binding"), starting at the bottom of the corporate ladder and moving up until a consensus is obtained. be While certain exceptions can made in order to fast-track a decision, such situations are a rarity and must be of an extraordinary nature. 151 The practical effect of the unadulterated ringe review process as it relates to U.S. real estate investment is that cannot be rendered in much less than two or three decisions months. is (It is important to note, however, that the process further Chapter II). by slowed by MOF review, addressed earlier in An example of how the system works was offered the Tokyo-based deputy general manager of a estate development company's foreign section. major real He described a ten-step process, as follows: Step 1: Information on a prospective deal is received in New York office. After a thorough review, a decision is made on whether to recommend further study. Business days elapsed: Three. is recommendation Step 2: Information and forwarded to Tokyo. A junior official reviews and presents preliminary report to his superior. Days: Three. Step 3: If interested, Tokyo requests more In detailed cash flow and related information. response, New York gathers information, analyzes, and if satisfied, forwards to Tokyo. Days: Five seven. Step 4: Junior official undertakes a thorough analysis, including but not limited to computer runs. Such junior officials have an impressive knowledge of the expanded real estate market. Days: Four-five. Step 5: New York is contacted and consulted. Senior Tokyo official ascertains whether project If so, requires two or warrants trip to the site. three days to obtain approvals for the trip. Days:Three-four. Step 6: Three. Senior official travels to States. Days: If satisfied, senior official, upon Step 7: begins explaining the project to his return, superiors. Normally requires about three contacts, 152 "and they are all very busy people." Depending on their availabilty and familiarity with the market: Seven -ten days. Step 8: For a large scale investment (approximately $50 million), a managing director may have to fly to the site. Days: Four-seven. Step 9: A formal presentation is made to chairman and his board. Days: Unpredictable the Step 10: If a really large scale investment, the company president will travel to the site. Days: Unpredictable (155) Thus, after a minimum of a month and a half (and more frequently, two-to-three months) has elapsed, a decision can be made. At this point, if the votes are favorable, approval is given -- to begin negotiations. Given surprise that -- heralds deals such a laborious process, Kilstock, opportunities are lost in an industry and which it should come as occasionally deifies are made on the back president of -- an of London & Leeds, quick no which decisions, envelope. Kurt a company which is co-venturing with Sumitomo Life on an apparently successful office project at 52nd & Lexington in Manhattan, claims that Sumitomo missed Washington, an opportunity to co-venture on a site in D.C. solely because it deliberated too long; by the time Sumitomo responded affirmatively, the position had been taken by a British pension fund.(156) Similar examples are numerous. Arthur over During a recent meeting with Mitchell fifty subsection), of Coudert Brothers, Japanese clients (more on who has him the authors, represented in a later received a telephone call from a developer who 153 advised him that a deal had been closed with another and that, as a consequence, been shut out. no party Mitchell's Japanese client had "I tell my Japanese clients that they have more than two weeks in which to make a decision," states Mitchell. (157) Initial Steps Market Heeding expediting system. strict to Mold Ringe to the advice as Real Mitchell's is However, one Mitchell believes that, in adherence to the ringe system is fairly is Estate way or circumnavigating certain layers of the exists in form, there such American often key person "who organizational chart" who, may not ringe actuality, rare. but not in substance," he claims. a of "It Instead, be on the if convinced of the propriety of a certain action, will act as the ramrod. "The key thing to understand is that there are 'anointed ones'."(158) Nonetheless, the Japanese decision-making employees themselves feel process is at times too cumbersome permit them to compete in the U.S. "We, his subordinates, senior officer subsidiary specially and we are claims an executive of Mitsui Real Development Company, Ltd. (Tokyo).(159) to like others, have missed good opportunities [because of slowness], going to change," that Estate According to one of those changes include the assignment of a to (Mitsui the Los Angeles office Fudosan (U.S.A.), Inc.) of who their would vested with the discretion to sign off on 154 U.S. be deals, up to under a certain amount.(160) study A similar sort of at Yasuda Trust & Banking, plan according to is the manager of its Foreign Real Estate Group.(161) A company hasten which has already taken tangible the decision-making process is Nippon other things, ability to million) steps Life. to Among a senior managing director is vested with the approve certain deals (up to approximately without obtaining full board approval. Also, $50 a special section exists which deals exclusively with Ministry of Finance officials, snags occur information senior due to of proposal on a U.S. process misunderstandings supplied to such officials. manager within three. helping to ensure that no delays by As Nippon claims that they project or or inadequate a result, a submit a can in about a month, and can close This may not seem like a particularly speedy to most Americans, but when compared to the normal three-to-four months required by most Japanese institutions to prepare a mere proposal, it is positively fast-track. Exceptions to the Ringe System The formalized institutions which infrastructures. ringe system is a creature have However, well-developed in those of bureaucratic instances corporation is either smaller or is closely held, a single individual, when the the ringe The decision-making "body" may system may not exist at all. be larger perhaps even the handled the deal from the onset. 155 one who has In such instances, one can expect a far quicker response. The Mayumi contrast Oda smaller can be quite striking. of Mitsui Real Estate investors telephone, in in Japan often earlier to the make Ltd.,(MRES) deals Such speed is absence of in the paper, over the ringe. principally MRES, as is focusing its attention smaller Japanese investor, and it noted upon the views such speediness as a key asset which is transferable to the the Co., to the quickest of fashions and not unlike some of their American counterparts. attributable Sales According U.S. aforementioned 1001 Pennsylvania Avenue market. deal, In Kokusai was able to approve the deal in a matter of weeks. The Equitable has witnessed a similar disparity between the speed shown by institutions which are subject ringe system and those that are not. has participated institutions: with a employees, Penney. a joint retailer which, only slightly smaller than Each in the largest of the six -- Hawaii to in which Department of million of its own capital -- to negotiate Japanese and of and K-mart one $6.5 14,500 or J.C. project has been large-scale and structurally Yet (according with with 1985 sales calling for the development of a complex ventures net worth in excess of $1 billion, is complex. six the Equitable five with life insurance companies, Daiei, billion, in Since 1981, to and 156 Daiei deal, regional shopping mall and the retailer Commerce contributed statistics) took the least amount of one close: the month to finalize $330 time the principles, and two more to close the deal. project relative a breeze notwithstanding the Daiei's to Why was negotiate and commence, immense size of the Japanese corporate structure, according to this company? Equitable's Clagett; "it is largely a closely-held corporation."(162) Such an experience confirms what many observers of Japanese activity have long believed: that, all things being equal, make Japanese companies which are equipped and willing to quick decisions investment will enjoy far opportunities in the U.S. more real than those estate companies wedded to the unadulterated ringe system. B. American-based Employees: Staffing and Acquisition Targets Levels All blame for slow decision-making cannot be attributed to the ringe system. Some must be assigned to the staffing policies exhibited by Japanese institutions. affect the ability to comprehensively gather information, presence. the Such policies not Two ability and process to mention the ability to effect a market of the most pronounced factors affecting of Japanese companies to make quick decisions about American real estate investment opportunities are the size of subsidiaries the staffs in the offices of Japanese institutions, of the (1) U.S. and (2) the general hiring policies manifested by such companies. In general, the size 157 of such staffs is small. Notwithstanding from the fact that annual investment goals range $50 million (Meiji Life) to $300 million (Nippon Life) while total U.S.-based respective million, Meiji portfolios staffs Life of U.S. has Fudosan, three are $100 held million and guaranteed. within to $600 subsidiaries are stretched specialist three; in Nippon Life, thin: its U.S. four; Mitsui two. Japan Add to this lean condition the these employees are not only foreign generally English, assets in New York and four in Los Angeles; Long-Term Credit Bank, but fron one real estate Dai-Ichi Life, that estate range offices; fact real both young and nationals, marginally fluent in the inevitability of workload bottlenecks is "A lot of my Japanese friends here are overworked," notes Jon Minikes, senior portfolio manager for Jones Lang seemed New Wootton Realty Advisors.(163) to confirm such a judgment; York, chief manager of Meiji -- experience during a single trip to we learned that two of our representative Our of Dai-Ichi, -- interviewees and the deputy the general were returning to Tokyo in part to make special requests for more personnel. A seemingly logical way to both beef up a staff and quickly enhance its expertise regarding American real estate would be to hire American employees. inconsistent concerns, Dai-Ichi's sentiment: with the however. New "Dai-Ichi hiring policies Akira Yashiro, York Such a step would be office, prefers 158 many Japanese chief representative of voiced to of a teach and representative use its own employees, and that is why we are moving slowly. short cuts . . care."(164) Nonetheless, ; . it may take a long time, but we don't a recent trip to Tokyo in search of more staff suggests that he does in fact ambivalence based was manager Investment American other department. Tokyo- Real Estate While he acknowledged that hiring might be a good idea for a visibility, -- Similar the of Nippon Life's International employees, taken. care. expressed by Takahide Moribe, employees reasons -- We take no local knowledge, variety of and influence upon he doubted that such a step would be "To date, the personnel policy of Nippon Life is one of 'pure blood' -- A more we breed our own from within."(165) dramatic step by the Japanese to "localize" their expertise in order to facilitate efficient penetration into the U.S. market would be the acquisition existing, well-established U.S. real estate firm. strategy perhaps recent which the of This is a has been pursued in non-real estate most notable example being areas, Sumitomo Bank's purchase of a large stake in Goldman Sachs for million. Given corporations industry, and the large percentage partnerships complicated entry which make of an $500 closely-held up barriers would be the U.S. relatively small for a well-capitalized Japanese firm. Indeed, such steps have indeed been begun by some the real estate field. E. Heller & Co., based in Chicago. In 1984, Fuji Bank acquired Walter a $3 billion commercial-finance company Part of the prize was Abacus Mortgage, 159 in a large and lender. nationally-recognized As (LTCB) noted earlier, interim and Japan Long-Term permanent Credit Bank owns approximately five percent of Peers & Co., the Washington, D.C.-based merchant banking concern which, among other things, identifies U.S. real opportunities for Japanese investors. view, owns From LTCB's point-of- ( an affiliate of Kemper approximately 40% of Peers. knowledgeable Finance acquisition source, about it However, given possibility by have ministry should according to a the of making but was such dissuaded ministry's tepid an from response. recent regulatory relaxation undertaken Ministry of Finance, companies which Sumitomo Life talked to the Ministry the further Insurance), Finally, about four years ago, pursuing the investment a collateral benefit is their affiliation with Kemper Financial Cos. of estate already be by together with the fact that other charted a similar more amenable to course, such a the discussion today. At least two knowledgeable observers are convinced that further acquisitions inevitable One , and estate American companies are likely to take place on a large construction structuring noted real a leading national mortgage banker, Japanese buy. of U.S. deals companies are are scale. claims that many searching out which permit them to get close to construction firms and position themselves and major for a Commenting upon a recent project on the East Coast, he that "these guys don't 160 really care about [the developer] or opportunity to the deal. What they really cuddle up to [the want contractor]," is a the major, closely-held general contracting firm.(166) Arthur Mitchell of Coudert Brothers predicts that a similar step will be taken by another industry sector: large Japanese securities terribly sophisticated about U.S. firms. "Currently, they real estate. are But not I'll tell you, they are very sharp, and they in many ways want to model themselves after Goldman or Salomon. play the Center such sort of role Goldman played in offering."(167) Japanese firms To do so, They the Mitchell to Rockefeller predicts will gain market entry through acquisitions. want and that position "Much as 20% of Babcock & Brown (an equipment leasing firm) was acquired by a securities firm, a real estate company will be bought."(168) Thus, in conclusion, Americans will witness a character of U.S. while it appears unlikely change in the that composition and subsidiaries in the very near term, the Japanese will continue to expand their penetration into the U.S. and real estate market through company acquisitions horizontal integration. C. The Cultural Disinclination to Sell Real Estate "In Japan, for a company to sell property, it would be conduct of shame." Akihiro Inouye 161 Deputy General Manager Overseas Business Dept. Mitsubishi Estate Co., Ltd. Standing alone, and developers the idea that most real estate are reluctant to sell their land seem particularly extraordinary; this in property" are passwords in the American is often the case, those does phrases such as , business for the long haul," and, flipping well-worn "I'm in and often-hallowed real estate fraternity. practice varies from dogma, of circumstances, not "I'm not interested But as and many of who publicly denounce sales strategies are, variety owners under really quite receptive to a them. After all, the phrase, " I don't really want to sell, but my partner" (choose one or all) with," (b) "wants to sell, of sense of obligation," a setbacks (a) "is impossible to deal and I wish to accomodate him out (c) and needs the cash", "suffered some business is no less venerated in the annals of real estate idiom. Nonetheless, appear to Japanese reasonably real remarkable were investment "flexibility" does not of the exist within the strategies estate investor. is the overt, interviewees estate such In fact, what is quite unsolicited aversion most of our held towards the notion of selling their investments. "If a Japanese financial real institution to sell one of its properties in Tokyo it would be a sign that it is in some kind of financial trouble," claims a Japanese Jones venture partner.(169) Lang Wootton KK (Japan), 162 According to Hideo Niou "most people will hold of the They forever. property sell will if only have they (170) problems." This disinclnation to sell is a function of a number of 125 of country Japan is a densely populated is geographic. One factors. million individuals slightly smaller than California; than 33% is an area mass, less in living of this land is reasonably habitable or arable, and urban sprawl by confined the politically land is so scarce, "Because lobby. farm sacrosanct the Japanese have an emotional attachment to land and a disinclination to sell any property own. might they This attitude prevails among only not individuals but among corporations."(171) factor is economic. Another system tax The Japanese penalizes near-term sales: [O]wners hesitate to sell property [because of] When a Japanese company the capital gain tax. sells property that has been in its possession for less than 10 years, any capital gain from the sale is treated as short-term capital gain and is subject to an additional 20% capital gain tax levied on top of the 42% corporate income tax.(172) economically-based considerations, Other such as a lending institution's policy of matching long-term liabilities with long-term assets, also play a significant role, as was noted in Section III. Finally, which influence reinforce honor belief certain the somewhat philosophical factors exist national personality the disinclination to sell. and that "saving face" are deeply one's peers are going to 163 In a tend and where country inculcated, conclude the -- to mere whether correctly or not -the that business problems are necessitating sale of property is enough to dissuade most individuals from taking such action. border on esoterica, favorites was specialty is U.S. There are even explanations which yet have a ring of truth; comment by Nomura's a Shuko real estate investment one of our Akita, whose vehicles: "The American investment personality seems to have been shaped by its history as a cattle society, and a commodity. In Japan, where the asset is mobile we are traditionally an agricultural society, and land is venerated."(173) So how do such factors influence the scope and character of Japanese investment in U.S. real estate ? In a least two ways. the number Japan, tight of real estate transactions within when property, First, these factors artificially restrict a major company announces that it will spot. sellers and This attitude cuts the reduces real estate number sell a of investment opportunities" (emphasis added).(174) A consequence of artificial "in most observers conclude that the company is in financial potential Japan; such restrictions is that real estate becomes an even more illiquid asset. Thus, prudent real estate investors are enticed to look at different markets in order to achieve a portfolio which balances yield, liquidity and risk. Secondly, such factors naturally affect the investment personality of the Japanese. Having been weaned on a diet of non-transactional conservatism, 164 the Japanese are more inclined to choose U.S. investments and deal structures which are similarly conservative. A deal featuring a steady and stream is satisfactorily preferred weighted to high ones towards income whose returns future-sale investors by nature, are likely to be disproportionately proceeds. Being long-term they are well aware of the vagaries of the market and the unpredictability of long-term forecasts. Of course, the Japanese have proven themselves to be geniuses in their ability to learn and adapt to new products and markets, and many American real estate people who have worked with the Japanese on U.S. real estate projects that they thinking can already see some manifestations on furthermore, better the certain equipped holding issue period, and as of kinds noted investment realty of real estate more inclined Notwithstanding such trends, estate selling of to earlier changed investments; investors accept in claim are a shorter this paper. however, current Japanese real behavior is greatly slanted towards a long-term hold of property, and most investors are likely to retain such a bias well into the future. D. The Importance and Role of Relationships "We're not going to make a decision based upon the deal; we base it upon the people." Hitoshi Suga New Business Development Mitsui & Co. (USA), Inc. 165 Japanese place upon companies are renowned for the emphasis the development and relationships. Our nourishment experience of they business confirmed such an orientation; every interviewee spoke of his company's desire to associate with owners, high reputation developed developers and and competence. slowly, Such institutions of relationships over time and deals, are and are preferably done in a direct fashion between principals. Given this, estate companies consultants inherent institutions discomfort who on claims chairman brought Americans an rather, animus" towards real notes estate intermediaries Leonard -- apprehension an has worked with a about of Japanese co-ventures.(176) is never Barr Smith, far senior Such from the partner and can be properly cultivate Japanese relationships arrived in Japan."(177) What failed to realize is that "you just the Japanese; in fact, of and easily Barr Smith claims that his efforts to a screeching halt when "scores an institutional number of Jones Lang Wootton, In 1982, and or middlemen," with provoked. brokers -- with surface, "almost and intermediaries.(175) "The Japanese have representative slowly harbor distaste dealing former it is no great surprise that Japanese real to were bag-carrying these American can''t nothing could be worse. 'sell' They much prefer to do their own analysis and let the numbers, not the broker, tell the story."(178) salesmanship tactics According to Barr Smith, such "put the Japanese on guard," and 166 set back his and other's efforts by a couple of years. But the Japanese find themselves in a dilemma. hand, they other, eschew and idiosyncratic industry, without This intermediaries; on the they realize that they are not only new players in a large the instinctively On one established networks, but they are foreigners contacts or cultural bonds. absence of connections is particularly unsettling Japanese, network is for, as Barr Smith notes, stronger in Japan than for "the 'old boy' -- even anywhere else Britain."(179) Steps Taken As a result, certain Japanese concerns have that it is advisable to enter into with well-placed firms. exclusively) consulting This is particularly decided agreements (and the case with Japanese trust banks. almost Sumitomo Trust & Banking is in the third year of a five-year contract with Richard Ellis, Yasuda Coast and Grubb & Ellis on the West, Banking It is Trust & has recently affiliated with Cushman natural for such trust banks to be quite Banking the funds acknowledge important, back that and the that in Japan. use for they "They are of consultants the in most themselves beginning the lack of their use may 167 East Wakefield. primarily as advisors to clients and as fiduciaries pension is and Mitsubishi Trust & willing to affiliate with consultants, act & Citibank Real Estate Advisors on by represented Inc., America well to to is have contributed to past mistakes."(180) Nonetheless, within That most the U.S. is not Japanese firms continue to without a formal consulting to say that they operate relationship. categorically disdain information generally available from consultants; like most of their American counterparts, they avail themselves of the numerous -- and often free -- information market-status reports and like regularly provided by consulting and brokerage houses. Central desire to to the build Japanese vein of up their own independence corporate without undue reliance upon outside . "Dai-Ichi .", the head of the New York office.(181) own evaluations," notes the Tokyo-based manager of life insurance company. to asserts "We like to do "We do not want to limit ourselves a single consultant. go our another If we do this, we feel that many deals [offered by other consultants or brokers] will to a infrastructure assistance. prefers to teach and use its own employees . is elsewhere."(182) Clearly, when it decide comes to information, the Japanese prefer an open-door policy. Another difficult factor one is which the makes the innate consultants' Japanese expectation unwavering fidelity. "The exclusivity on and this is a real problem timing. to a deal, Japanese I mean, they can take so long! invite, investment say, expect for 168 each a of absolute as to And yet, it's death four potential competitors to opportunity, lot one will review an invariably ask,'who else have you talked to?'."(183) real The chief foreign estate manager for one of the Japanese trust banks currently reevaluating its relationship with consultant and concerned American replacements; "I am with the relationship because our consultant also represents careful evaluating potential its is sellers." to (184) Wise American honor the expectation of partners fidelity. "I are would never even talk to another Japanese concern unless and until I had first received permission from [my partner]," Will Zeckendorf of Zeckendorf Company, which is currently co-developing six Manhattan projects with KG Land, subsidiary of Kumagai Gumi, a large Japanese claims the U.S. construction company. Those consultants and partners who have succeeded in establishing relationships with Japanese concerns know that such good success is more than a function of information or development opportunities. dinners and getting to know each possessing "It is a lot other. It is really learning about the entire company," notes Evan Hellar, president of Richard Ellis, lay know Inc.(185) you vice The Japanese want to a groundwork for "a long term alliance. if of They want are the kind of company where there to will be to be mutual respect, trust and understanding."(186) The Equitable Life Assurance Co. Experience One without American real estate company which appears peer in understanding the importance and process of 169 relationships to the Japanese is general corporate (i.e., began the Equitable. non-real estate) level, to initiate relationships with Japanese in the mid-1960's. life insurance estate companies Equitable institutions had clerked at Equitable The result of for such according to Kazunobu Nisawa of Meiji (NY)'s real section, is that "the mid-level staffs other real well."(187) passed a Employees from Meiji, Sumitomo and other anywhere from six months to two years. exchange, On know each And although approximately ten years before any cooperative real estate transactions took place, Equitable's patient cultivation bore fruit. To date, Equitable has entered into six joint ventures with Japanese institutions, "our and Equitable's Gordon Clagett believes that willingness helped to following to cultivate a cement the lead; our relationship relationship."(188) slowly has others are such an apprenticeship program is place at Cabot Cabot & Forbes in Boston, where an in employee of Kajima Construction Company is currently working. But, in Japanese light of the earlier observation about insistence upon exclusivity and fidelity, Equitable able to work with four different the how is Japanese companies, three of which (Nippon Life, Meiji Life and Asahi Life) being direct competitors? because "It's not a problem for us, our partners know that information about each is kept in absolute confidentiality. that because we are so big, accomodate all of our Furthermore, they know no single partner can business," 170 deal claims Tim possibly Welch of Equitable. "We are very careful about our the sanctity of our relationships." (189) Equitable has recently announced plans to open real estate office in Tokyo -firms. who up a a first among American realty This office, to be headed by a senior vice president has a Japanese long history of working partners, relationships while is certain with to facilitating the the Equitable's cement existing cultivation of new the long-term prospects for ones. Trends But even mutually beneficial relationships with Most are uncertain. desire for Equitable, to Japanese the Japanese quite candid about ultimately handle almost all components are their of the real estate investment and development business. They are simply as required inculcated to the dislike for intermediaries, current market. to temper this desire, realities of their as well their in order to conform inexperience and the Nevertheless, a senior official of a large Japanese development firm which has had a long-time affiliation with an American company notes that "we are beginning to stand on our they own have two feet," and adds that over the past few begun to look for investment opportunities their own.(190) Equitable's Clagett believes there probably will always be a demand by certain 171 years, that, on while Japanese for the sort brings, the of services an affiliation with nature of the relationship will Equitable change. "It areas for will be on their terms, not ours."(191) Lawyers Curiously consultants appear "The enough, one of the growth is in legal-related services. What makes this so odd is the heralded Japanese animus for Japanese believe that parties with lawyers. problems should first try to settle them through reasoned discussion, and an injured party will enter into a lawsuit only after all other efforts have been 12,000 attorneys in the U.S.; many in vain."(192) all are fewer than Japan, compared to more than 600,000 in Washington, as There of Japan. D.C. alone has almost three times as Legal departments within major Japanese corporations are often staffed, and even headed, by laypersons; aggregate Toyota Motors is an example. Japanese $37 million a day, Commenting on an corporate entertainment expenditure a director of one such Japanese of company explained: Americans spend more than that each day on legal fees. We prefer to invest the money in more pleasant activity that lets us see if a person is worthy of trust. If there is trust, there is little need for lawyers. In Japan, we have a saying: "You get through to a man's soul at night".(193) A senior example official of Sumitomo Life provided of the role such trust plays in the 172 a graphic Japanese real the Tokyo, in interview our During world. estate representative was lamenting the fact that a recent purchase of an American office building required almost two thousand pages of documentation. He then pointed to a rendering of a million Japanese mixed-use project in $150 acquired recently had a majority which Sumitomo "The interest. total length of that purchase agreement was four pages."(194) Notwithstanding such dislike, the Japanese are not only that rules and norms, initiative,"(195) much failing of to do but the Japanese are the Granted, so. an American lawyer is thought to be "sometimes American but they are extremely anxious about consequences potential to they must play the game according aware taking too learning to accept the lawyer's role much as their American counterparts -- have although outside as a necessary "amazed experts . evil. The Japanese when he sees the high charges . .ends up paying the fees investor, billed by because he treats them as a kind of 'insurance' or 'security' cost that is necessary if he is to do business in this country."(196) Furthermore, some Japanese actually gain comfort from the thorough process by which property interests are transferred in the U.S. "In the U.S., it is safer, for you have title insurance as well as many experts involved in the process." (197) One lawyer who was early to recognize the potential benefits of working with the Japanese is Arthur Mitchell Coudert Brothers, an international law firm based in 173 of New York. Mitchell lived in Japan for over ten years, Japanese law Japanese Ministry of Education, American attorney at a major Tokyo at Kyoto University under a involved in real estate, and played House Japan was law from the principal firm. Actively Air Lines. JAL, Among the deals in which Street Journal article in he the Essex a recent and his stature was confirmed by front-page Wall than including Dai-Ichi Life, Sumitomo an instrumental role was the purchase of by the he has a client list of more fifty Japanese companies, Life and grant studied which he was featured. Perhaps acting on counselor, Mitchell what cements his position as a behalf of top Japanese clients is his in the generic sense of the word. was instrumental in attorney role as a For example, orchestrating the recent cooperative agreement between Mitsubishi Trust & Banking and Cushman & Wakefield, consulting to negotiations, a a relationship which goes beyond form the of loose proposed joint venture. affiliation ran mere During into some difficulties at the Ministry of Finance; it appeared to both principals intimate that the deal was in jeopardy. Due familiarity with the legal and regulatory in both countries, to his systems Mitchell was ultimately able to craft an agreement which was satisfactory both to the parties and the Ministry of Finance. According to Kevin Haggerty, executive vice president of Cushman & Wakefield, 174 There's no doubt in my mind that the deal came about because of Arthur Mitchell and Coudert . . . He was the ideal matchmaker. He understands the people and the culture, and also the regulatory agencies, the protocol, licensing requirements, fee structures. No one ever left the table with a misunderstanding.(198) Summary In conclusion, for various brokers, kinds of relationships differ. consultants exclusive services it appears that the long-term prospects and other For intermediaries relationships but who provide American who arguably which either can be acquired for free, seek fungible performed in-house or provided by direct dealing with principals, long-term future is not terribly bright. Japanese firms enter the Japanese predecessors, penetrating the market. however, such pioneers for companies U.S. market, will Granted, they, require such services, their assistance well look rather as new like According to Equitable's may the to than the in Clagett, Japanese U.S. brokerage rosier. American houses or consultants. The lawyers, future for is offering services which the Japanese are in no way equipped to provide, And other sectors American should be the greatest beneficiaries. joint venture partners who provide sustained market access and acceptability in preferred markets should likewise fare well, although expansion of their relationship with a Japanese partner may prove increasingly difficult as the partner becomes more acclimated and self-sufficient. 175 Chapter VIII: Washington, D.C.: A Target City, And Why "Today, Washington is our next target." senior representative, Japanese life insurance company In July of 1985, there had yet to be a single recorded acquisition of Washington real estate by a Japanese entity. Today, one year later, Washington has witnessed no less than three buildings. subject Japanese purchases Additionally, of interests in office at least one office building is to a forward-purchase commitment and will be closed upon this fall, and active negotiations are underway on no less than four other projects. Washington, D.C. serves activity in U.S. real estate. sectors life have as an example of Japanese Representatives of almost all invested or are negotiating to invest insurance companies, construction firms, there: real estate development companies and small non-institutional companies. Forms and scale of investment have varied. And almost all of the activity has taken place within the last nine months, allowing for a fresh snapshot of Japanese investment patterns. The Reasons for Coming to Washington, D.C. Why has Washington enjoyed such an increase in demand, an increase which, with the possible exception of Boston, is 176 seemingly unmatched in the nation ? Most of our Japanese interviewees cited some or all of the following: 1. 2. 3. 4. 5. 6. Size and zoning limitations Growing familiarity Presence of federal government Smaller dollar size of transactions Large size of base market Current and historically favorable vacancy rates 7. Emotional appeal 1. Size and Zoning Restrictions Washington is a relatively small city of sixty-nine square miles. given Its effective size is shrunk even further, however, the fact that a very large portion of its dedicated to the federal government, that it code Congressional Washington protector has Act which fire it has severely ladders been limits the The a 1910 height originally legislated could reach popularized and the top preserved of Washington Monument and the Capitol. Washington's zoning two restrictions tallest is buildings, of to of all as of the low scale of the city while enhancing prominence these cities. incorporates although to District of Columbia are effectively buildings; that buildings, of dedicated the more restrictive of major American zoning ensure area major American city. The zoning regulations of the among is together with the fact has one of the proportions of parkland and public greenspace any area a the The The practical effect to limit the height (exclusive of penthouse) of most buildings to ninety feet; a 177 relatively small area (less than two square structures of 130 feet, Avenue miles) allows while buildings along Pennsylvania between the White House and the Capitol certain circumstances, reach to 160 feet. may, under Applicable floor- area ratios within the CBD range from 6.5 to 10. Together, these size and zoning limitations act to control the amount of space which can be delivered into the market; one is not going to awake one morning and learn that his project will soon be competing with a forty-story office tower. Such restrictiveness foreign real estate Writing about favorably, report the appeals to both American and investors, factors which including foreign the Japanese. investors consider Mahlon Apgar IV notes in an Urban Land Institute that "[i]n zoning and physical limitations procedures for development, Washington, D.C., New Orleans predictable and structured, and cities like Boston and San Antonio are making competition and in and more growth more predictable and structured."(199) 2. Growing Familiarity Although Washington is the Nation's Capital, now nor has it ever been a center of commerce. bona fide port or industrial base, draw the actively San interest of Japanese established mercantilists As companies such as Mitsui & its New York office in 1879, 178 Without a Washington had little to pursuing business in such cities as New Francisco. it is not who were York Co., and which proliferated, it was only natural that familiarity bred interest in the host city's real estate market. Today, however, Washington familiar town to the Japanese, First, most targeted ever become a much due to a variety of factors. Washington in their strategic plans for their U.S. subsidiaries opened its proximity to New York, regionally more Japanese corporate real estate investors since Given has compatible have expansion around 1981. Washington was viewed as well as easily accessible to relatively thin staffs of the Japanese companies. as the Secondly, in the last six years, Washington has gained new prestige as a center of real estate development; national developers Companies, Hines, such as Boston Cabot Cabot & Forbes, Lincoln Associates, Property Spaulding & Manhattan origin, satisfy Finally, property it is their investments period, Properties, Beacon Cadillac Fairview, Gerald Company, Prudential, Rose completed The presence of such developers is a natural draw for the Japanese, approval. that Slye and Trammell Crow their first D.C. projects. of within in giving a city the stamp light of the high by foreign investors of demand almost for every increasingly difficult for the Japanese investment there; parameters as a result, through they have embarked to realty on a special effort to familiarize themselves with Washington and other East Coast cities. 3. The Presence of the Federal Government 179 The fact government Japanese is an immensely investors. stability be that Washington is the home of It important implies in the marketplace, as "recession-proof" suggested (and statistics do historically as a federal for underlying some of the the interviewees used to Washington herald), market don't see much change in the economy. always be in demand."(200) expanded on envision this point, various improvement A number stating that factors, of "and we interviewees while they the advent including of telecommunications, "It Lawyers and lobbyists could eventually eroding importance of locating within any one of many did has been one of the most stable in the U.S. is the center of politics," noted one such person , will most and while Washington may not as that factor special many Washingtonians suggest the cities, not forsee such factors undermining the importance certain tenants diplomacy will to locate in always be Washington. "Politics person-to-person noted one Japanese institutional investor, and the they for and 'businesses'," " and their home will always be Washington."(201) Finally, on a related theme, Washington beneficiary of analogy and transference, the most Japan, Japanese is for Tokyo, home of highly desired and richly priced real estate is likewise the home of the federal government, investors are well aware of the stability such a presence brings to that city. 180 the strength in and and 4. Smaller Dollar Size of Transactions In estate many ways, presence the in entry costs of acquiring Washington are less than a real in other A number of factors conspire to keep the average value comparably sized cities. of Washington buildings at a relatively low level. land the Although costs for premium downtown commercial sites are highest F.A.R. in square smaller due restrictions, maturity of opportunities the nation (ranging from $90 to foot), to buildings the together the to aforementioned with the market there $120 a height fact that are put together large-scale established premium locations. factors tend to be per good deal and bulk due to relatively the few assemblages in The effect of these various is demonstrated in a review of the downtown buildings among office completed or scheduled to be completed from 1985- 1987: 1985 -- Number of buildings: 20 Average square footage: 158,850 1986 -- Number of buildings: 19 Average square footage: 1987 -- Number of buildings: 23 Average Source: 185,750 square footage: 208,875 (202) Of all these buildings, only three are in excess of 400,000 181 square feet in size, and none are in excess of 600,000 square feet (although 1001 Pennsylvania Avenue, developed in two separate phases, totals slightly in excess of 700,000 square feet). Finally, limit the certain total construction-related development cost of factors act Washington, to D.C. product. First, the lower height permits the use of poured- in-place concrete often more construction in addition to costly) methods, particularly other (and steel. And secondly, Washington contracting is not predominantly union; in recent years, jobs have larger more than fifty percent of gone to open-shop contractors, contracting subsidiaries. firms have both Testimony to the the downtown and many of closed- and dominance of the open-shop open-shop contractors was the adoption, in 1984, of a "Market Recovery Plan" by the metropolitan Washington trades incorporated a number of council, cost-reduction and which no-strike provisions designed to recapture a portion of the market. The -- net effect of all these factors is that the the cost, assuming a willing seller -- and hence, value of the typical investment-grade Washington office building is expensive than Current total running in range, in Manhattan, building costs for new or Chicago. developments the $180-to-$220 per F.A.R.(net leasable) and sales prices of premium leased properties exceeded $300 per F.A.R. foot. majority San Francisco less are foot have Such numbers would place the of new buildings in the $30 million-to-$40 million 182 cost range, fully leased -- million zone while the sales price of the majority product might range from all numbers which are $35 of new million-to-$55 well within the "comfort" of most Japanese institutions now active in the U.S. 5. Large Base Size of Market Perhaps potential earlier, which availability it is markets. space of product; after all, is lack of satisfactory product partially fueling Japanese as in noted Manhattan interest in other Washington's existing inventory of downtown office is combined almost as important as acquisition cost is the one of the largest in the nation. with the relatively low entry costs, This fact, expands the opportunities for a variety of Japanese investors to acquire product. 6. Current and Historically Favorable Vacancy Rates The current Washington projected office vacancy rate for the city of (203), with it to increase to approximately 15% in the wake of is approximately ten percent market oversaturation which is characteristic throughout the nation. (204). Both figures compare most favorably against those of other major American cities (205). Furthermore, comparatively information well Washington against contained has such historically cities. According within two separate market 183 fared to reports, over last eight years Washington has the downtown office vacancy Manhattan (midtown: rate in not excess of a suffered 14%; only 7.4%; downtown: 10%) and Boston (13.7%) boast better maximum numbers. During that period, Washington has enjoyed six bi-annual periods in which its vacancy rate 7; was below 1% (San Francisco: and Boston: 0), Los Angeles: 5; Manhattan and its unweighted average vacancy rate for Francisco the entire period (5.6%) is surpassed only by San (4.2%) and midtown Manhattan (5.4%).(206) 7. Emotional Appeal low-slung scale L'Enfant's city The Pierre aforementioned people; 1910 of Washington -- plan, of function concert congressional act -- appeals with the to many Europeans, finding the scale and urban design to be pleasantly reminiscent of Paris, their in a other more hallowed cities, Rome, Munich and some seem to be of particularly impressed. Apparently, the very such features appeal to some Japanese, for same reasons. "There are no high buildings. similar to many cities within Japan, many of us." and This is to appeals (207) Current Japanese Activity in the Washington, D.C. Market In the summer of 1985, insurance companies four years after Japanese life were permitted to invest in 184 U.S. real estate, Meiji Mutual Life Insurance Company became the first Japanese D.C. company office introduced venture to acquire an interest in building. and the development of 200,000-square-foot Equitable Lafayette (which five-phase loan Center co- III, a office building which is the third of a office complex. approximately half of the deal, full the Washington, the Japanese life to the project) agreed to on planned Meiji a In exchange for Meiji/Equitable made a very (approximately 100% of total project cost) at below-par coupon rate, permanent loan. and will provide a similarly a priced The project is scheduled for delivery in late 1986 or early 1987. This deal incorporates many of those which are quite typical of most Japanese of all, within characteristics investors. the project is a well-located one; it is First nestled Washington's "Golden Triangle," that area bounded by Connecticut, Pennsylvania and New Hampshire avenues and which, for the last twenty-five years, has been the premier office submarket in Washington. venture with the Equitable, Secondly, an it is a association joint which many Japanese investors covet both as a learning vehicle as well as a security representative experienced blanket; of furthermore, Equitable, " Meiji according is to somewhat and a good deal more conservative than some a less of our other Japanese partners, and they take special solace in our sold involvement."(208) Finally, the local developer which part of its interest to the life 185 insurance companies (Farr-Jewett, on behalf of a development partnership) is an experienced one, having succesfully developed the first two phases of Lafayette Center. At least three other deals involving Japanese investors have been made or committed to in the last and each of them varies from the above. months, twelve As noted earlier in Kokusai Kangyo Aerial Surveys acquired a partial the paper, Cadillac Fairview's 1001 Avenue Pennsylvania interest in project. Nissei Realty, Nippon Life's U.S. subsidiary, will on an as-yet unnamed office building later this fall. close reputedly purchased one half of One Thomas Circle, fully a outside 225,000-square-foot office building located leased has life insurance company (as yet unrevealed) a Finally, of the Golden Triangle, from Prudential. all Japanese investments have been in the form Not At least two other Washington equity or "dequity," however. The estate ventures have involved Japanese concerns. real first, an of office building in Northern Virginia, being is built by Kajima Construction Company on behalf of its future tenant and owner, N.E.C. ( the large Japanese electronics firm). The months second ago, a is a more intriguing one. three About seven-year open-ended mini-perm was placed against Washington Square, a new (completed in 1984), leased 680,000-square-foot office building located not fullyonly within the Golden Triangle but at arguably the best location in the city. The lender, Mitsubishi Bank (in participation 186 with a local bank, American Security, and a consortium of other lenders) sought to enter the Washington market but was only interested Washington Square, capitalized tenants; and absolutely they premier found such renowned local a projects. building: developers; In heavily prestigious high (if somewhat controversial) design; rent roll; And, in a strong a superior location over a Metro subway station. having found a building which met their investment criteria, Mitsubishi was prepared to be most aggressive order obtain to participants the would loan. Although none comment on the terms of the of reputable sources cited a rate which floats at in loan the loan, forty basis points below prime, with a 6% floor and a 13% ceiling. Not market every Japanese effort to penetrate the has met with success, expressed great interest in however. Sumitomo Life has D.C., despite yet negotiations on two joint venture opportunities Golden Triangle, Manhattan; the with London by Construction venturing KG Land, the U.S. Company which, with its partner Zeckendorf A similar fate subsididary has of among other projects, Company on their in $500 been Kumagai is co- million Protracted negotiations with a Madison Square Garden site. Washington Leeds, (one, in the a hot new submarket in the East End) it yet to close on a property. suffered major & extended other with Gerald Hines Interests on a site at Franklin Square, has Washington general contractor and developer were recently terminated, 187 major Washington to the surprise of many knowledgeable development parties. The package deal called three separate sites -- of other two in Northern Virginia. close to the responsible subject for deal, and "they fair. one [KG] They were tough, also showed claimed that, D.C., the but that to some of the same restrictions as they the According to an individual we quite they are Americans, while they wanted to do the their home office just couldn't approve it." a in for (209) deal, At least half dozen other developers and contractors claim to have had "substantive" discussions about a potential with a Japanese entity, but nothing has co-venture yet come to fruition. Finally, interesting At the there is one Washington project which offers insight into Japanese same time, investment methodology. it serves to illustrate the point that underwriting standards and investment goals may vary as much between Japanese companies and industries as they do between their American counterparts. The subject project is currently under construction a prominent location Approximately have the Golden 150,000 square feet in size, construction which within quality are of the highest at Triangle. its design -- order undoubtedly contributed to its being and factors 55% pre- leased two months prior to completion. To offers company, date, two Japanese companies have made unsolicited on the property. was introduced One, to 188 a real estate the property by development an American company with which it has pre-existing relationship. Their interest is limited to a 100% purchase, based upon an 8%-9% a cap of the stabilized first-year income. entity, introduced The second to the project following a blind call from a Washington broker, is a life insurance company. They are proposing a convertible mortgage, which would have coupon rate based upon an 7.5%-8.5% cap of stabilized year income; stipulated point in addition, between five and ten years, convert the leases. At any some the company could opt to outstanding debt into a 70%-80% stake building. One apparent problem, desire the part of the Japanese company on first credit would be given for rent bumps incorporated into a in the as yet unresolved, is the to receive a preferred return on its equity stake following conversion, a requirement which could well limit the developer's ability to finance the project. C. Summary The dramatic increase in investment interest in Washington real estate over the last twelve months seems to foreshadow a sustained influx of Japanese capital into metropolitan area. life The variety of the kinds of investors -- insurance companies, construction real estate companies and "individuals" ( well) -- the companies, banks, corporations, as attests to the diversity which the market seems to offer. 189 The nature of the Japanese investments in Washington is consistent with this paper. investment patterns prestigious leased, throughout Well-located downtown office buildings are the preferred product. buildings described Whenever possible, an affiliation with a developer should be or institution is existing and fully sought. or The substantially unless the development project is a co-venture with a strong and experienced developer or institution. Of into course, the predicted influx of Japanese capital Washington could well be stemmed by one or two publicized investment mistakes which would induce among nascent Japanese real estate investors. the highly anxiety Judging from first wave of investments which have been noted however, there would catastrophe; all established buildings, seem to be little chance of but one are equity investments conservatively-structured and joint the other venture is above, such in well- a enjoying a fairly a fine location and a strong institutional partner. Thus, given the predicted success of these initial investments, more Japanese capital is almost certain to flow into Washington. 190 PART IV: SUMMARY Chapter IX: "So What Does This All Mean, And How Can I Take Advantage of It ?" authors have demonstrated Japanese activity to be a The broad and diverse real estate phenomenon. in U.S. estate real has expanded into service areas of the investment, and management businesses. Japanese activity all product and construction development, Firms in each of areas these operate with different goals and business philosophies. We have observed that life insurance companies and trust banks MOF are risk-averse regulated, conservative and investors. They are fiduciaries and not operators, investors and not developers. investments U.S. While the quantitative amount of increase due to must Japanese real estate product, slow, to of nevertheless the their presence in the U.S. qualitative will grow within a evolutionary process. These companies will be allowed invest more but will be no less regulated by MOF. will than Japanese property returns and scarcity of domestic domestic extent U.S. higher their follow a step-by-step incremental investment rather than innovate the expansion of Japanese real activities into products, development markets and areas and services. As They approach estate Japanese companies and contractors seek new geographical project opportunities, 191 life and non-life companies and trust banks will cautiously follow them second-tier cities and non-prestige investment deals. institutions nature are oriented to size and location, into These and the of their activities will not change over the medium- term future. They transact with major counterparts and builders. not smaller Innovations U.S. institutional investors, developers in strategy and operating or procedure will come from learning through association with U.S. joint venture partners. Real estate different They to are geographical areas and a variety able to understand local U.S. estate groups involved of services real estate development firms associated markets. with which ease adjustment to unfamiliar provide partnerships. companies local U.S. intermediaries "Zaibatsu" environments for market, these and and small U.S. brokers can real establish companies through domestic U.S. personal intermediaries. to developers, relationships banks, have Therefore, estate brokers with and Though larger Japanese real estate development companies understand regional U.S. enough project but do not group-related advantages as do the larger firms. financiers trading Medium-sized and smaller Japanese development want to enter the U.S. medium-sized in businesses. benefit from ties to big banks and powerful companies and companies generate product and often need intermediary be Real development progressively dispense markets well with intermediation services of investment bankers and 192 expensive brokers, U.S. intermediaries must help newer Japanese developer entrants to the U.S. market to overcome entry barriers. Construction the U.S. construction business before they strategies for Construction estate companies need to learn the intricacies of full-scale, can full-service implement operations. companies have neither the experience of real development companies nor the limited strategies institutional investors. services to clients companies will want to learn about real estate markets participants scattered sized an Because they wish to provide many of differing ample range markets throughout the size, of U.S. construction joint with Japanese contractors. of Japanese transitional foreign and ventures Therefore, developers and builders have a chance to ventures phase via of in medium- form joint The plant construction direct investment cushion for Japanese contractors. is a During this period they want to become fully involved in mainstream U.S. real estate contracting with medium and small developer/builders in geographically diverse markets. Small Japanese investors have few opportunities to invest in U.S. real estate. There is little supply of direct and institutions gearing up to market investment vehicles, U.S. estate investment to smaller Japanese real face significant MOF approvals and opportunities are estate process, create markets great scrutiny. and at every stage investors However, of the Japanese securities firms will attempt for U.S. product. 193 Pending MOF the real to approval, development with who developers business insurance with co-venture make construction loans to contractors and joint companies, venture will funds investment pooled companies. U.S. can identify product segments brokers and and develop strategies should be able to generate exciting new business opportunities. But, the development of this aspect of Japanese real estate activity in the U.S. is likely to be an extremely time consuming process for Japanese and U.S. participants. opportunity for U.S. working capital. others, real estate participants interested in institutions, Japanese with contractors, five areas of immediate business therefore, We target, in gaining access to sources or Whereas can all developers of Japanese some opportunities are longer-term be actively probed for and than relationship development. OPPORTUNITY #1: AMERICAN REAL ESTATE PROFESSIONALS CAN INTERMEDIATE ON BEHALF OF JAPANESE AND U.S. PARTIES WISHING TO JOINT FURTHERMORE, AMERICANS WISHING TO CO-VENTURE WITH VENTURE. EMPLOY JOINT VENTURE STRUCTURES AS A FORM OF MAY JAPANESE INTERMEDIATION. Opportunities activity in contractors U.S. for U.S. intermediaries real estate are and developers in U.S. of considerable. real estate Japanese Japanese separately lack a key dimension of their respective business processes. Real estate development companies want 194 to liquify their projects and by packaging and selling suburban eventually, office projects residential, to industrial medium-sized and, smaller investors in Japan. These types of U.S. real estate are not traditional forms of investment for most Japanese. early Therefore, particular care must be taken in stages of business development to ensure that project mix, geographical location and deal structures are well. managed For this reason, smaller U.S. developers with quality projects venture and proven expertise can capitalize on joint opportunities with Japanese real estate development companies. Newer Japanese development company arrivals particularly vulnerable, through inexperience, to risk the management and partner selection. are errors in Japanese trading companies expect to fulfill intermediary roles with Japanese investors for these projects in Japan, but may have problems in providing coverage of diverse and distinct local markets. Although Japanese intermediaries, intermediation companies there dislike having to is little alternative to services for most developers. deal with U.S.-based Real estate development companies eschew dealing with Wall Street firms because exorbitant of commissions, together with Wall Street's apparent lack of interest in small and medium-sized development businesses. Consequently, there is a clear role for U.S. intermediaries to link between Japanese real estate development estate potential companies activity with local outside major markets. metropolitan but has not been understood by U.S. 195 Japanese areas real real has estate participants. The move to second-tier cities and suburbs is a logical extension of current activities for most real estate development companies. They Japanese need local representatives to help them adjust to these markets. Similarly, the construction companies need help in learning construction venture business and partners. In judging situations appropriate where a joint Japanese construction firm contributes equity to become involved in a project, project analysis and market judgment to success. Major are essential institutional investment banks do not operate in these markets nor command contacts with which the contractor can enter into business. once again, introduction these want neither markets construction possibilities participants play an intermediary of contractor with local companies regional to Japanese trading firms, with have local a depth of company exist for developer. expertise knowledge managements. introducing to each other, role in the However, nor cover required by Intermediation Japanese and U.S. as well as for presenting new markets for Japanese contractors and developers to enter. Life are and non-life insurance companies and trust large-scale project investors parameters. They with narrow banks geographical are adequately served by and Wall Street investment banks and major national brokerage houses. Opportunities are limited, for for smaller and medium-sized these firms deal exclusively institutional basis within major metropolitan 196 intermediaries on an areas. Future business opportunities should develop along lines similar to those of domestic investment. and banks a insurance have been given these investment pension real estate companies approval regulatory greater percentage of total portfolio in currency denominated assets, future company Japanese life and non-life insurance trust invest U.S. companies in funds to foreign among them real estate. In the may target different regional U.S. markets, have done recent in types such as major years. of U.S. Nevertheless, unfamiliarity with development projects and extreme aversion to risk make this a longer-term perspective. intermediaries wishing to create opportunities in development view. It activity which investors will Furthermore, investors not can thus must adopt a happen although in these the life, invest greater amounts Japanese similarly near term non-life than long future. and trust before, their will continue to be heavily regulated by the approves basis. marketing projects and regional marketplaces to institutional U.S. investments on individual Decision times are slow and are a MOF, case-by-case not expected to change dramatically. Securitization of real estate oportunities important focus of large institutional U.S. of U.S. securities opportunities managers. for to the Japanese market U.S. is an firms. The sale offers product developers, Major Wall Street firms have devoted direct marketers and substantial resources to building a direct sales capability in Japan for 197 U.S. securities as have Japanese firms in New York. Matching good estate projects with financing and real is potential a high growth area of institutions. institutions Also, can distribution opportunity for U.S. foreign investment by Japanese savings be facilitated by creative, new links between small Japanese investors and U.S. markets. These are very long-term prospects. OPPORTUNITY #2: ESTABLISHED AMERICAN REAL ESTATE FIRMS WHICH DESIRE TO TAKE PROFITS OR TO RE-CAPITALIZE THROUGH THE ADMISSION OF PARTNERS SHOULD CONSIDER CO-VENTURING WITH JAPANESE INSTITUTIONS AND REALTY FIRMS. Large Japanese institutions which are investing in U.S. real estate have many valuable assets: significant capital resources; deep and firm relationships with other investors, builders and financiers; trained staffs. qualities At the same time, which they and experienced mature, as network being critical of While contacts. can effect purchases on an ad hoc basis, approach does integrated, Some permit long-term to establish market presence which Japanese companies, and trust banks, them and client bases Japanese not to real estate market: large established staffs, well-developed hard-working and wellthey lack many of those recognize sustained success within the U.S. Japanese the such the they such as life insurance a an welldesire. companies which are fiduciaries, are content to wait until they unilaterally develop in-house expertise. 198 Others, however, do not appear to be as patient. Such impatience presents a real opportunity for certain American companies. Established incorporate the market knowledge, U.S. brokerage staffing, firms and networking system which all Japanese real estate investors covet, while American development companies possess a highly and non-fungible expertise. The bigger, specialized the better; firms which specialize in a variety of different regional markets would be an especially attractive institutions intent diversifying portfolio a national basis. on highly-regarded rather, if credibilty Japanese the on purchase their for large real estate This is not to regional firms lack any appeal market is large and say whatsoever; attractive, and expertise of the firm great enough, firms would want to acquire a stake that in and the certain such a regional company. However, it is unlikely that a Japanese firm would wish to buy the entire company and its goodwill. would be counterproductive; Such an action for it would reduce incentives the personnel -- the principal "asset" -- may well lead to an exodus of staff. to perform, and This would not only leave the Japanese with a shell corporation, but would make them business managers, not currently desire. a status which they Consequently, those American do firms principals desire to sell only a part of the business whose and as well -- remain actively involved in the firm's profit management and participation are likely to receive a more receptive 199 audience from Japanese investors. Such acquisitions are not without precedent. Term Credit Bank took a position in Peers Fuji Bank acquired Abacus Mortgage. believe that & companies similar acquisitions. and securities Therefore, Company, and Knowledgeable sources it is only a matter of time construction The Long- before firms Japanese undertake qualified U.S. firms may enjoy a seller's market. OPPORTUNITY #3: SMALL AMERICAN REAL ESTATE OWNERS AND DEVELOPERS SHOULD BEGIN TO CONSIDER THE JAPANESE SMALL INVESTOR CAPITAL MARKET AS A VIABLE ALTERNATIVE SOURCE OF FUNDING. NOW IS A GOOD TIME FOR SUCH AMERICANS TO BEGIN RELATIONSHIPS WITH INTERMEDIARIES ACTING ON BEHALF OF SUCH INVESTORS, BECAUSE THESE INTERMEDIARIES NEED MORE PRODUCT IN ORDER TO CONVERT SMALL INVESTOR CURIOSITY INTO INVESTMENT ACTIVITY. The players time is ripe for smaller American real to tap the Japanese small investor capital estate market. real estate investment opportunities have evaporated, Tokyo due to a superheated market which has priced property beyond the means of investment-grade range, yen most real small Yields investors. estate have dropped to on Tokyo the 1%-2% compared to the 8%-10% range extant in the U.S. The has appreciated forty percent against the dollar in the last eleven months, but is likely to fall against the dollar over Large Japanese a foreseeable future. pioneered investment in U.S. record and have real estate, developed a track thereby established both 200 companies the credibility and desirability of such investment. But, the supply line is clogged. Neither American brokers nor large Japanese institutional have any interest in such product, little transfer information and owners/developers consequence, Americans small so there is investors relatively small American investors. As between Japanese who are able to circumnavigate informational "roadblocks" will enjoy a fairly broad of buyers who do not enjoy many U.S.real potential large a the field estate investment options. How does one go about charting such a course ? For the time being, through established intermediaries and contacts. Estate Firms such as Mitsui Real Estate Sales and Toyo Real are Sales possess which Wootton KK, headed by is substantial and bases Jones real estate market. Lang although a new corporate presence in Japan, is an experienced and well-connected native who is Pacific Rim Research targeting the smaller investor market. Limited companies highly-regarded client extensive about the U.S. knowledge and well-recognized similarly and new shares a focus. similar American lawyers such as Arthur Mitchell of Coudert Brothers and Jeff Dwyer of Lane & Edson have overcome animus the Japanese towards attorneys and become trusted advisors, illustrating how lawyers intermediaries and counselors. 201 can serve as thus valuable OPPORTUNITY #4: CULTIVATE WITH NUMBERS, NOT SALESMANSHIP: AMERICAN DEVELOPERS AND PROPERTY OWNERS WHO ARE CAPABLE OF PRODUCING STATE-OF-THE-ART QUANTITATIVE ANALYSIS ARE GENERALLY PREFERRED OVER THOSE WHO LACK SUCH CAPABILITIES. When evaluating a project, "sold." be Japanese do not like to The information which is submitted to them be should principally "objective" measures of a project's value or feasibility, feasibility such as studies, photographs. spreadsheets, together with maps and and aerial Personnel of the large Japanese institutions, who possess their own computer models, information appraisals provided and closely evaluate all are not at all hesitant to ask probative, detailed questions. Consequently, estate all things being equal, American real professionals who are facile with computers enjoy substantial advantage over those who are not. is particularly pronounced when a The advantage required to quickly respond to Japanese follow-up questions which require the use of new assumptions or a re-programming. The Japanese may be slow to decide, but they expect quick responses. OPPORTUNITY #5: MANHATTAN, WASHINGTON, D.C., BOSTON AND SAN FRANCISCO REMAIN JAPANESE REAL FAVORED CITIES FOR A MAJORITY OF MOST THE DOWNTOWN REMAINS FAVORED PRODUCT THE INVESTORS. ESTATE OWNERS AND DEVELOPERS OF CONSEQUENTLY, BUILDINGS. OFFICE A SUCH BUILDINGS IN THESE CITIES ARE MORE LIKELY TO RECEIVE AUDIENCE FROM JAPANESE INVESTORS THAN THEIR PEERS FRIENDLY HAVING OTHER PRODUCT IN OTHER CITIES. 202 The Japanese cities. its these San Francisco's long experience with the Japanese, market and tough zoning tight special the prefer real estate investments in appeal, while Manhattan, restrictions give it Boston and Washington -- epicenter and anchors of the "Bowash" corridor -- all combine a number of desired factors. Projects in other Japanese investors, cities do continue however. For instance, and Sumitomo Life's recent investments to appeal to Mitsui Fudosan in Chicago is likely to stimulate further interest in that city. Due to its large Japanese-American community, Los Angeles is representatives of Japanese investors; of Japanese real estate investment. it has a large Currently, perceived as being oversaturated with product; right familiar to base it is however, the deal with the right parties is likely to elicit quick and favorable Japanese interest. In conclusion, the authors believe that an increasing Japanese presence in the U.S. marketplace will present great opportunities for almost all kinds of U.S. real estate players. Japanese capital will be available and will promote new development strengthen shine a U.S. and management techniques industry efficiency. 203 can The rising sun will most favorable light on the American game. that real estate NOTES CHAPTER I "Japanese Investment In the United States," in Emerging 1. Trends in Real Estate: 1986, Equitable Real Estate Group, Inc., November 1985, p. 13 2. Moribe, Takahide. "Foreign Investors In the U.S.: A Symposium." In Real Estate Review, Vol. 14, No. 3, 1984, p. 39. 3. Ibid., p. 40. 4. "Japanese Have the Yen for U.S. Real Estate," Los Angeles Times, April 29, 1986, p. 1. 5. "Foreign Direct Investment in the United States, 19741983," U.S. Department of Commerce, June 1985, pp. 88-102; "Foreign Direct Investment in the United States, 1984," Department of Commerce, September 1985, pp. 88-92. 6. Ibid. 7. Emerging Trends, op cit., p. 13. 8. "Japanese Direct Investment Abroad in Fiscal Year 1985," Ministry of Finance, May 27, 1986, p. 3. 9. Ibid., p. 3. 10. "Lower Yen Moves Japanese Investment to U.S.," York Times, August 9, 1986, p. 31. in New 11. "Prime Properties Lure Japanese Investors," New York Times, April 13, 1986, Section 8, p. 1. 12. Ibid., p. 1. 13. Reier, Sharon. "Japanese Investors Come of Age," Institutional Investor, December 1985, p. 246. in 14. Interview with Tadao Toyofuku, Deputy General Manager of the Sumitomo Trust & Banking, in Tokyo, Japan (May 26, 1986). 15. Apgar, Mahlon. "The Changing Realities of Foreign Investment," In Development Review and Outlook: 1984-85, Urban Land Institute, Washington, D.C., 1985, p. 388. 16. Interview with Ryuichi Komori, General Manager of the Oversea Project Department of Hasegawa Komuten Co., Ltd., in 204 Tokyo, Japan (May 27, 1986). 17. Op. cit., note 10, p.l. 18. Op. cit., note 1, p. 13. CHAPTER II 19. Ezra Vogel, "Pax Nipponica," Foreign Affairs, Summer 1986, Vol. 64, No. 5, p. 752. 20. McMillan, Charles J., The Japanese Industrial System, New York: Walter de Gruyter, 1984, p. 2. 21. Robert Hormats, "The World Economy Under Stress," Foreign Affairs, America and the World 1985, Vol. 64, No. 3, p. 463. 22. Op. cit., note 19, p. 763. 23. Nomura Research Institute. Quarterly Economic Review, Vol. 16, No. 2, May 1986, p. 41. 24. Tanzer, Andrew."Tokyo's Nicest Landlord," in Forbes, June 16, 1986, p.33. 25. Op. cit., note 2, p. 42. CHAPTER III 26. "Life Insurance Companies Boosting Investment in Foreign Real Estate Assets," in Japan Economic Journal, October p. 4., 23, 1984, 27. Forbes, July 28, 1986, p. 186. 28. Fortune, June 16, 1986, p. 146. 29. Forbes, April 28, 1986, p. 203. 30. Interview with Arthur Mitchell, Esq., Coudert Brothers in New York City (June 25, 1986). 31. Sumitomo Life Insurance Company Annual Report, p. 13. 32. Interview with Akira Yashiro, Chief Representative, New York Office, Dai-Ichi Life Insurance Company, in New (June 25, 1986). York City 205 33. Interview with Takahide Moribe, Manager, International Real Estate Investment, Nippon Life Insurance Company, in Tokyo, Japan (May 29, 1986) 34. Interview with Gordon J. Clagett, Executive Vice President, Equitable Real Estate Group, Inc., in New York City (June 27, 1986). 35. Nippon Life Insurance Company Annual Report, p. 2. 36. Moribe, note 33 supra. 37. Ibid. 38. Clagett, note 34 supra. 39. "Life Insurers Stepping Up Real Estate Investment In Japan Economic Journal, Sept. 7, 198 , p. 4. U.S." 40. Ibid, p.4 41. Moribe, note 33 supra. 42. Yashiro, note 32 supra. 43. Krishnan, Harikar, "Japanese Investing Funds in U.S. Real Estate." Daily Washington Law Reporter", June 6, 1986, p.1111. 44. Clagett, note 34 supra. 45. Ibid. 46. Telephone interview with Timothy Welch, Executive Vice President, Equitable Real Estate Investment Management, in Atlanta (July 14, 1986). 47. Interview with Kazunobu Nisawa, Deputy Chief Representative, The Meiji Mutual Life Insurance Company, in (June 26, 1986). New York City 48. Ibid. 49. Yashiro, note 32 supra. 50. Interview with Mr. Takimoto, Assistant General Manager, Tokyo Real Estate Headquarters, Sumitomo Life Insurance Company, in Tokyo, Japan (May 30, 1986). 51. Telephone interview with Kurt Kilstock, President, London & Leeds, Inc., in New York City (June 26, 1986). 52. Takimoto, note 50 supra. 206 53. Kilstock, note 51 supra. 54. Takimoto, note 50 supra. 55. Yashiro, note 51 supra. 56. Clagett, note 34 supra. CHAPTER IV 57. Bennett, Robert, "Now, Japan Wears A Hard Hat." Times, July 27, 1986, p.4F. New York 58. Telephone interview with John Johnson, Vice President of Construction at Tishman Construction Corporation, in New York City (June 10, 1986). 59. Porter, Michael E. Competitive Strategy: Techniques for Analyzing Industries and Competitors. New York: The Free Press, 1980, pp. 58, 247. 60. Interview with Naoshi Oinuma, Vice President of the Shimizu America Corporation, in New York City (June 12, 1986). 61. Interview with Keisuke Mine, Assistant Manager of the Real Estate Development Division at the Kajima Corporation, in Tokyo, Japan (July 7, 1986). 62. Interview with Jack Shaffer, Managing Partner of Sonnenblick-Goldman, in New York City (June 25, 1986). 63. Interview with James W. Montanari, Vice President of Cushman & Wakefield, in New York City (June 11, 1986). 64. Interview with Katsu Katsumi Kiuchi, Executive Vice President and Chief Officer of Hasegawa Komuten New York, Inc., in New York City (June 25, 1986). 65. Porter, Michael E. Competitive Advantage: Creating and Sustaining Superior Performance. New York: The Free Press, 1985, p. 341. 66. Sugimoto, Fumio. Potential of U.S. Construction Market for Japanese Construction Firms. Cambridge, Massachusetts: Department of Civil Engineering, MIT, pp. 160-161. 67. Kaimasu, Makoto. Impact of the Fiscal 1986 Budget for Public Works Projects on the Construction and Housing Industries. Tokyo: Nomura Research Institute Investment 207 Research, April 9, 1986, p. 26. 68. Interview with Makoto Taketoshi, Assistant Director in the Construction Industry Division of the Japanese Ministry of Construction, in Tokyo, Japan (July 14, 1986). 69. Interview with Tsuneyoshi Shimizu, Executive of the Kajima Corporation, in Cambridge, Massachusetts (June 9, 1986). 70. McMillan, op. cit., pp.94-95. 71. Interview with Shinzo Matsumiya, General Manager of the International Division Planning Department at the Shimizu Construction Co., Ltd., in Tokyo, Japan (July 8, 1986). 72. Informational Brochure of the Shimizu Construction Company, Ltd., 1985, p. 2. 73. Annual Report of the Kajima Corporation, Tokyo, Japan, 1985, p. 34. 74. Oinuma, note 75 supra. 75. Interview with Mikio Ishikawa, Executive of the International Division Planning Department at the Shimizu Construction Co., Ltd., in Tokyo, Japan (July 8, 1986). 76. Op. cit., note 13, p. 246. 77. Matsumiya, note 86 supra. 78. Kiuchi, note 79 supra. 79. Sugimoto, op. cit., p. 32. 80. Sugimoto, op. cit., p. 94 81. "The Top International Contrators," Record, July 19, 1984. in Engineering News 82. Komori, note 9 supra. 83. Interview with Fujio Suzuki, Assistant to the President in the Executive Office of the President at the Kajima Corporation, in Tokyo, Japan (July 7, 1986). 84. Porter in Competitive Advantage, op. cit., pp. 318-9, 365. 85. Ohsawa, note 54 supra. 208 86. Interview with Peter Samton, Partner at Gruzen, Samton & Steinglass Architects and Planners, in New York City (June 11, 1986). 87. Kiuchi, note 79 supra. 88. Telephone interview with James Stuart, President of Charles, Baylen, in New York City (July 29, Gilbert, 1986). 89. Kaimasu, note 63 supra. 90. Interview with Ryoitsu Mukai, Director of Sun Realty Corporation (Nisshi IwaiAmerica Corporation), in New York City (June 25, 1986). 91. Kiuchi, note 79 supra. 92. Interview with Hiro Hiroaki Higashi, Manager of Hasegawa Komuten New York, in New York City (June 26, 1986). CHAPTER IV 93. Yoshino, Michael Y. The Invisible Link: Japan's Sogo and the Organization of Trade. Cambridge: The MIT Shosha Press, 1986, pp. 68-69. 94. Reischauer, Edwin. The Japanese. Cambridge: Harvard University Press, 1981, pp. 180-181 95. Tanzer, in Forbes, op.cit. 96. Yoshino, op. cit., p. 14. 97. Interview with Toshio Koga, Manager of the Project Development Department of Toyo Real Estate Planning & Tokyo, Japan (July 10, 1986). Co., Ltd., in 98. Interview with Kunio Ohsawa, Manager of the Real Estate Department of the Sumitomo Corporation, in Tokyo, Japan (July 11, 1986). 99. Interview with H. Abe, General Manager of Overseas Construction & Development Department at C. Itoh & Co., Tokyo, Japan (July 14, 1986). 100.Interview with N. Ide, Executive of the Project Department, Property and Service Business Promotion Affairs) of Mitsui & Co., Ltd., in Group (Overseas Tokyo, Japan 209 in (July 8, 1986). 101."The Mitsui Group Today," Promotional Brochure of the Mitsui Group, 1985, p. 17. 102.Mitsui Trade News, Promotional Brochure of the Mitsui Group, May/June 1986. 103.Interview with Yoshiteru Nishimoto, Executive Vice President of La Solana N.Y., Inc. (Sumitomo Realty & Development Co., Ltd.), in New York City (May 29, 1986). 104.Interview with Takaaki Ono, Director of the Overseas Business Department of the Sumitomo Realty & Development Co., Ltd., in Tokyo, Japan (July 7, 1986). 105.Sumitomo Corporation 1983 Annual Report, p. 23. 106.Comments of Hajime Tsuboi, President of Mitsui Real Development Co., Ltd., in 1984 Mitsui Annual Estate Report, pp. 1-2. 107.Ibid. 108.Sagara, Yasuhiko. "Japan's Real Estate Industry," Mitsui Trade News, January/February, 1986, p.4. 109.Interview with Tomotoshi Shiokawa, Executive of Mitsui Estate Development Co., Ltd., in Tokyo, Japan (May Real 26, 1986). 110.Mitsui Annual Report, note ll1.Ono, op. cit. 112.Interview with Akihiro Inouye, Deputy General Manager of Overseas Business Department of Mitsubishi Estate the in Tokyo, Japan (July 9, 1986). Co., Ltd., 113.Interview with Makoto Kaimasu, Security Analyst for the Investment Research Department of the Nomura Research Institute, in Tokyo, Japan (July 9, 1986). 114.Ohsawa, op. cit. 115.Ide, op. cit. 116.Ibid. CHAPTER VI 210 117. Interview with Mayumi Oda, Manager, International Department, Mitsui Real Estate Sales Operations Tokyo, Japan (May 29, 1986) Company, Ltd., in 118. Kaji, Bruce T., President, Merit Savings Bank, in note supra, p. 13. 4 119. Interview with Hideo Niou, President, Jones Lang in Tokyo, Japan (May 29, 1986) Wootton KK, 120. Oda, note 117 supra. 121. "Secretive Life of D.C.'s Merchant Bankers." Post, Washington Business Section, June 23, Washington 1986, p. 26. 122. "U.S. Real Estate Is Profitable; Negotiations Can Be Japan Economic Journal, Jan. 25, 1986, p. 14. Frustrating." 123. Marketing Brochure, Pacific Rim Research, Ltd., p.l. 124. Interview with Yoshinori Takagi, Chief Representative, Office, Pacific Rim Research, Ltd., in Tokyo, Japan 1986). Japan (May 29, 125. Op. cit., note 122, p. 14. 126. Ibid., p. 14. 127. Ibid., p. 14 128. Op. cit., note 43, p. 1111. 129. Ibid., p. 1111. 130. Ibid., p. 1111. 131. Oda, note 117 supra. 132. Ibid. 133. Ibid. 134. Ibid. 135. Ibid. 136. Interview with Izumi Nishizaki, Assistant Manager, The Term Credit Bank of Japan, Ltd. (New York), in New Long(June 26, 1986). York City 137. Oda, note 117 supra. 211 138. Nishizaki, note 136 supra. 139. Ibid. 140. Ibid. 141. Op. cit., note 121, p. 26. 142. "U.S. Mortgage Securities Gaining Foothold in Overseas Market." Freddie Mac Reports . . . , June 1986, p. 1. 143. Ibid., p. 2. 144. "Big Japanese Investors, In Shift, Begin To Move Wall Street Journal, May 2, Into U.S. Stocks." Capital 1986, p. 41. 145. Telephone interview with Yukio Moro, Yamaichi New York City (July 14, 1986). Securities, in 146. Interview with Kazuhito Kondo, Senior Analyst, Nomura Research Institute, in New York City (June 26, 1986). 147. Interview with Shuko Akita, Vice President, Nomura in New York City (June 26, Securities International, Inc., 1986). 148. Address by Ken Miyao, Executive Vice President and Executive Officer, Mitsui Fudosan (U.S.A.), Asia Chief seminar on Asian Direct Investment in the Society States, in New York City (June 12, 1986). United 149. Cooper, Jack, Vice President and Managing Director, America, "Real Estate Investment Vehicles" Bank of address before Asia Society, June 12, (manuscript of 1986), p. 3. 150. Ibid., p. 7. CHAPTER VII 151. Op. cit., note 13, p. 245. 152. Niou, note 119 supra. 153. Op. cit., note 13, p. 246. 154. Ibid., p. 246. 155. Interview with Akihiro Inouye, Deputy General Manager, Overseas Business Department, Mitsubishi Estate Company, Ltd., in Tokyo, Japan (May 27, 1986). 212 156. Kilstock, note 51 supra. 157. Mitchell, note 30 supra. 158. Ibid. 159. Interview with Tomotoshi Shiokawa, International Department, Mitsui Real Estate Development Company, Ltd., in Tokyo, Japan (May 26, 1986) 160. Ibid. 161. Interview with Yoshiyuki Ishikawa, Manager, Foreign Real Estate Group, Real Estate Department, Yasuda Trust and Banking Co., Ltd., in Tokyo, Japan (May 28, 1986). 162. Clagett, note 27 supra. 163. "Japanese Enter U.S. Markets and Outpace Other Foreigners." Wall Street Journal, Jan. 8, 1986, p. 30. 164. Yashiro, note 32 supra. 165. Op. cit., note 2, p. 39. 165. Ibid., p. 39. 166. Shaffer, note 62 supra. 167. Mitchell, note 30, p. 39. 168. Ibid. 169. Op. cit., note 13, p. 247. 170. Niou, note 119 supra. 171. Op. cit., note 2, p. 39. 172. Ibid., p. 39. 173. Akita, note 147 supra. 174. Op. cit., note 2, p. 39. 175. Clagett, note 34 supra. 176. Ibid. 177. Interview with Leonard Barr Smith, Senior Partner, Lang Wootton, in Tokyo (May 24, 1986). Jones 213 178. Ibid. 179. Ibid. 180. Ibid. 181. Yashiro, note 32 supra. 182. Moribe, note 33 supra 183. Barr Smith, note 177 supra. 184. Ishikawa, note 161 supra. 185. Op. cit., note 13, p. 247. 186. Ibid., p. 247. 187. Nisawa, note 47 supra. 188. Clagett, note 34 supra. 189. Welch, note 46 supra. 190. Inouye, note 112 supra. 191. Clagett, note 34 supra. 192. Op. cit., note 2, p. 40. 193. Chesanow, "Mixing Business and Drinks in Japan." Magazine, July 1986, p. 8. Signature 194. Takimoto, note 50 supra. 195. Op. cit., note 13, p. 247. 196. Op. cit., note 2, p. 40. 197. Ishikawa, note 161 supra. 198. Wall Street Journal, January 20, 1986, p.l. CHAPTER VIII 199. Op. cit, note 8, p. 395. 200. Moribe, note 33 supra. 214 201. Ibid. 202. "Summary of New Downtown Office Space," Cassidy & Pinkard, Inc., July 9, 1986. 203. Studley Report & Spacedata -- Washington, March/April 1986 204. Interpolated from op. cit., note 202. 205. The Office Network International Office Market Report, Spring/Summer 1986. 206. Coldwell Banker Commercial Real Estate Services Market Report, Fall 1985; Real Estate Research Corp. Report, Summer 1985 (Both reported in Japan Long-Term Credit Bank Market Status Report) 207. Moribe, note 33 supra. 208. Welch, note 46 supra. 209. Telephone conversation with anonymous source, in Washington (July 9, 1986) 215