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Edmonton Arena Funding - Why Not Try An IPO?

Photo by:  WinterE229 WinterforceMedia  via Wikimedia Commons, photograph is public domain.

As Daryl Katz, Pat LaForge and Kevin Lowe trawl Northern Alberta looking for a public disbursement for their Downtown Hockey Brigadoon, battle lines have been drawn among the people of Edmonton.  On one side (a bit less than half of downtown residents, and a bit more than half of downtown workers) are mostly Oiler fans who, rightly or wrongly, believe that the Oilers are losing money and cannot make money in Rexall Place; they believe the team spokesperson(s) when they say the team will not play in Rexall beyond 2014.  On the other side are people who believe, rightly or wrongly, that the Oilers are a private enterprise and that asking for a combined $300 million handout from the city and the province is corporate welfare, especially because there is no ownership or guarantees that come with the $300 million. 

The Oiler fans have tossed around many ideas to cover the public funding desired by Daryl Katz.  Suggestions include ticket levies, entertainment taxes, an "entertainment district tax", a special Albertan lottery, and an outright handout.  None of these ideas have gone over well in individual discussions, but the underlying sentiment remains:  a certain percentage of the populace wants to see a significant governmental contribution to the Arena District.

In the midst of all of this, Ric Marshall at the Examiner came up with an idea that has merit - create the capital of the public investment via an IPO.  Says Marshall:

What if:

  • The natural inclination to borrow money was sublimated to raising it?
  • A venture fund was listed, and issued an Initial Public Offering (IPO) for an equity stake in the new arena?
  • The strike price was low enough to encourage liquidity and minimize the barrier to entry, somewhere between twenty and a thousand bucks.

It's a novel idea - let the public support the Arena district privately.  Make sure to click through and read Marshall's article - I'll be glossing over details that he spells out.  After the jump we'll look at why it should work.

Star-divide

In the midst of the run-up to the stock market bubble of the late 90's, IPOs were so wildly successful that even professional sports teams took portions of their franchises public.  Two key IPOs took place in the last half of the decade: the Cleveland Indians and the Florida Panthers.  The Boston Celtics went public a decade prior.  Each IPO occurred because the respective owners wanted a large cash infusion without losing control of the team, and without risking a corporate voting bloc coming to fruition against them.

The Celtics went public in 1986, offering 40% of the team as a publicly-traded partnership.  The IPO raised $48 million, with a team market valuation of $120 million; no arena or other real estate was included in the partnership.  From the article:

But it was like no other IPO in the world. For example, "We were immediately deluged with individuals trying to buy from one unit to ten units..."

Fans wanted a piece of the team for novelty's sake and were willing to plunk down dollars to call themselves a Team Owner.  The IPO was successful in bringing a large amount of cash to the Celtics ownership group.  The team was later taken private again during a follow-on sale.

The Florida Panthers went public in 1996, as part of Wayne Huizenga's Florida Panthers Holdings IPO.  The initial share price of the IPO was $10 per share, and Huizenga raised $67.3 million.  Like the Celtics, the fans wanted a piece of the Panthers too:

The general public could buy a minimum of one share as Huizenga fostered fan ownership as a novelty, purchased for emotional satisfaction rather as a serious investment...more than 8,000 fans purchased one to ten shares. Under the NHL franchise agreement, Huizenga retained a 51 percent ownership of the team.

Huizenga then began adding hotels and luxury properties to the Florida Panthers Holdings portfolio and would later sell the business for $1.25 billion in 2004.

The Cleveland Indians went public in 1998, offering a low-priced IPO, much like the Celtics and Panthers:

The Indians on June 4 became the first Major League Baseball team to go public, with an initial offering of 4 million shares that raised $60 million.

With proper care and management, the stock itself could appreciate and hold value, much like that of the Indianapolis Indians, a AAA team affiliated with the Pittsburgh Pirates' system. The Indianapolis Indians were sold to the community over fifty years ago:

In 1956, 6,672 people ponied up $10 per share and bought 24,498 shares of stock in the city's struggling minorleague baseball team. The move was designed to take the money-losing team off the hands of its owner, the Cleveland Indians, and keep it in Indianapolis.  ...The Indians' last offer to buy back shares was for $5,000 per share in 1997.

Granted the story is outdated, but it's yet another instance of a closely-held, but publicly-traded community asset.

And it's the asset that's key here.  Supporters of the project continue to call the arena a public asset, though the only person or people receiving public good are the owners of the arena themselves.  The public has been put in a situation where they have no say over the arena or the development surrounding the arena.

By taking the new arena or the new Arena District public, Daryl Katz could create the same thing in Edmonton - a closely-held, probably thinly-traded, public asset.  This idea is different from the examples above in that rather than the team being offered via an IPO, it would be the arena or surrounding real estate.  Katz could create a holding company, much like Huizenga created with Florida Panthers Holdings, to own the future arena.   He could then offer 25% of the arena via IPO.  Marshall left an enormous range for his share/fund entry price in his version of an IPO, from $20 to $1,000 dollars, but I think an initial share price of $50, with three million shares offered would be a perfect way to allow a low cost of entry into the stock.  Millions of shares would be purchased by fans who wanted to have a piece of the arena, or as gifts from non-fans to fans. It would be a closely-held, almost never traded stock held for sentimental and fanatical reasons.

A public offering would also enable Oiler fans worldwide to purchase shares.  While an Edmonton-based or Alberta-based tax would rest solely on the backs of the local citizenry, an IPO enables the fans outside of Alberta to bear the costs of the project by purchasing shares in the arena.  Considering the large number of readers The Copper & Blue has from outside of the Edmonton metropolitan area, Alberta and even Canada, I foresee a market for the shares that a local tax couldn't tap into.  Those outside revenue streams would be a bonus to the project.

The IPO would generate half of the $300 million public investment the Katz group says is required to build the arena, and the 25% ownership wouldn't have an impact on day-to-day operations of the arena.  Katz would still own 75% and even if the the shares issued were full voting shares, a 25% vote couldn't change the direction of the arena against the wishes of Mr. Katz.  If the initial IPO is successful, Katz can offer follow-on shares to raise additional money for construction and development.

Mr. Marshall has it right - sublimating the wanton desire to tax the residents of Edmonton and Alberta with an IPO places the issue directly in the hands of the public.  What better referendum on a new arena and Arena District than giving the public the option to put up their own money in order to construct the building?  If Mr. Katz and his supporters are convinced that public support is a necessary component of this project, a 25% non-controlling share of the project should be a drop in the bucket to get the public on board and involved.

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Thanks for this Derek. It’s an idea I haven’t heard anything about until, but one that I think would be great for the city to consider. Obviously, Katz would prefer the city put up the full $300M and give him what amounts to 100% ownership, so I would think that negotiations would need to go poorly for the Katz Group before they even considered this.

A bit off point, but one of my favourite comments in this whole saga is Mayor Mandel addressing the survey numbers in the article you linked in your opening paragraph:

“The answer you get depends on how you ask the question.”

So far, so good, but…

“They asked about the downtown arena when it’s an arena entertainment complex.”

How can you not laugh at that complaint.

by Scott Reynolds on Oct 25, 2010 4:52 PM MDT reply actions  

You can’t sell shares in an asset that doesn’t generate a return. If this district made any money, Katz would build it himself. It’s because it doesn’t make any money the Katz needs the public to foot 3/4 of the costs for him.

It would make more sense for the public to just buy the team from Katz.

by mclea on Oct 25, 2010 7:22 PM MDT reply actions  

The arena would generate revenues, which could be used to pay out dividends to investors, but in this particular case the expected return likely wouldn’t be in the form of dividends or price appreciation, but rather, in the form of an improved quality of life in Edmonton. I know that’s pretty hokey, and I personally wouldn’t invest in the project, but I would bet some Edmontonians would be firmly on board with that argument (all those people who think the city should use tax revenues to participate). $150M seems awfully high, but something smaller would seem pretty doable, and if Katz set and met a smaller goal (say, $40M) he could use that to show the community was getting on board.

by Scott Reynolds on Oct 25, 2010 8:59 PM MDT up reply actions  

The Oilers get all the arena revenues. There would be no revenue for the owners of the building, and private owners would have to pay property tax. So public ownership of the arena via a public company makes no sense.

The model Katz is proposing is that the city will own the new arena (no property taxes). Katz will subisidize the construction ($100 million of the $400-500 milliion dollar cost). The city pays for the financing of the rest by a CR (Katz jumpstarts development with another $100 million) and a ticket tax. Katz probably has to identify some of his redevelopment partners and the committed dollars in excess of $100 million to make the city feel comfortable.

And if the city is lucky, Harper will throw some money at Quebec City, Regina (for the Roughriders new stadium), Edmonton, and Calgary.

Basically, the IPO idea suggests that Oiler supporters should pay for the arena upfront instead of via a “mortgage”, where they pay for the arena over the lifetime of the arena via a ticket tax. How many people pay cash for their home? How many take out a mortgage? With a ticket tax you amortize the cost over the lifetime of the arena, leveraging other people’s money, which makes far more sense than paying the entire cost upfront.

by godot10 on Oct 26, 2010 6:50 AM MDT up reply actions  

I’m pretty sure that in Derek’s scenario the Oilers are in fact the majority owners of the building. They could choose to pay out dividends, or they could choose not to. Either way, they’d likely be able to sell shares to get the thing built, although obviously the promise of small dividends would make that easier.

As for your characterization that Oiler fans paying for it one way or another, well, it’s just not true (which makes me think I may not be understanding you correctly; if so, I apologize). The “community revitalization levy” clearly won’t have an “opt-out if you’re not an Oiler fan” option, and that use of taxes (and I’m quite certain that a good portion of that tax revenue will not be “new” dollars) is taking from the pockets of all Edmontonians, not just those who love the Oilers. That’s not necessarily a bad thing, but the IPO plan could provide an alternative to the CRL, which would make more of the arena “user-pay”. To use your analogy, the IPO would be like a down payment, and the ticket tax like a mortgage.

by Scott Reynolds on Oct 26, 2010 8:37 AM MDT up reply actions  

The crux

The Oilers get all the arena revenues

Says who?

The money for this building can come from a dozen different places.
The question revolves around where the revenues go
If Rexall Sports wants all the revenues generated by the building, then they should pay for g-d thing themselves.
Its as simple as that.

by Mr DeBakey on Oct 26, 2010 12:06 PM MDT up reply actions  

Once the Oilers strip away all the revenue they need to remain “competitive”, what’s left? Nothing.

This whole development makes no economic sense. That’s why the public is involved.

by mclea on Oct 25, 2010 7:25 PM MDT reply actions  

mclea’s got it right. The IPO idea, while interesting, is too “risky” from Katz perspective when the possibility of leveraging “public investment” (read: foisting the risk on the public while keeping resultant profits) exists. There’s so many examples of politicians building monuments with tax money via the sentiment of sports in NA that I doubt Katz will look at any alternatives.

by Kent Wilson on Oct 26, 2010 8:13 AM MDT up reply actions  

Yeah, negotiations would need to go (very) badly with the city before this was even considered.

by Scott Reynolds on Oct 26, 2010 8:39 AM MDT up reply actions  

An IPO is effectively a seat license model, where the licensing revenue goes to arena construction.

Seat licenses work in head office cities with a lot of rich people, who can afford to pay upfront.

Edmonton is a middle class blue collar town with not many head offices. Seat licenses where you have to cough up the money up front won’t work. The alternative to a seat license is a ticket tax, which amortizes the cost of a seat license into something affordable for a middle class person.

An IPO for a share in a company that will never make any money is just a seat license model by a different name.

A ticket tax also amortizes the cost over not just Oiler fans, but concert goers, and curling fans, and rodeo fans.

One point that has never been mentioned is that AEG is a big player in arenas/stadia worldwide, and Katz partnering with them first before the Flames guys gives Edmonton first mover advantage in terms of future concerts and events where AEG leverages it facility monopoly into attracting events and concerts.

by godot10 on Oct 26, 2010 8:11 AM MDT reply actions  

I have no problem with PSL’s to be honest, and I think that they could work pretty well in Edmonton. If you sell them at the same price as a year of season tickets, I think that they would be affordable for a pretty high percentage of season ticket holders (I’d guess about 70%). Given that there’s a waiting list for season tickets, I believe that those who find it too costly could be replaced by others who don’t. If the cost of the arena is $400M, I think a PSL could raise 10% of the money needed and would function as (part of the) “down payment” with the ticket tax serving as (part of the) “mortgage”.

That said, I think your characterization of the IPO as effectively the same as a seat license is a bit unfair, especially given the nature of your complaint against PSL’s (affordability). The team can only sell about 15,000 PSL’s because that’s about how many season tickets they’re selling. Because the number is limited, the price would generally be very high. That’s not the case with an IPO where the team could sell millions of shares at a much lower price. So if “blue-collar Bill” wants to help build the arena but can’t under the PSL model (he doesn’t have an extra two to eight thousand dollars lying around), he certainly could under the IPO model ($50 per share is pretty affordable). The big differences between the IPO and PSL models, to me, are that the IPO model specifically includes “the little guy” who’s generally excluded from the PSL, and that the individual is buying something much more tangible than in the PSL model (which is why I actually prefer the PSL model).

by Scott Reynolds on Oct 26, 2010 9:11 AM MDT up reply actions  

There is no business model for a privately owned arena in a moderate sized market. Where do you get the revenue to pay the “dividend”. You are just replacing Northlands with the IPO company with the IPO company sucking some of the revenue. Probably some revenue has to be sucked to get an area built, so why an IPO company…make it simple, a ticket tax and perhaps a seat license (although I doubt seat licenses are feasible in Edmonton), where the revenue loss to the Oilers would be a tax would would go away when the building was paid for, rather than paid in perpetuity to an IPO company.

The arena is a legacy asset. The city should own it. Katz should subsidize it, $100 million for the arena, $100 million to jumpstart the district. And the users should pay the remainder of what a CRL doesn’t cover, through a combination of seat licences and ticket taxes (IMHO seat licences don’t work without rich people and head offices, which Edmonton doesn’t have)
Edmonton is a middle class town, so it will have to be a ticket tax.

Why create a shell company when a simple ticket tax will accomplish that function?

by godot10 on Oct 26, 2010 10:29 AM MDT up reply actions  

How is Northlands being replaced by an IPO? Northlands wants to run the building whereas an IPO is designed to raise cash. I don’t understand your comparison there; the two entities aren’t trying to do the same thing.

I have a hard time believing the building won’t generate any revenue. If Katz owned the buliding, and wanted to pay dividends, that’s fine. But that wouldn’t need to be part of the deal. If he can sell the shares to people without the promise of any return, so much the better for him. That said, the only reason he would even consider the IPO model is because he was having trouble getting the city to invest, and having trouble finding other large investors.

Nonetheless, as I said before, I like the PSL model better, and I don’t see any reason why it wouldn’t work in Edmonton. What do you even mean by “middle class town”? Do you just mean that the city is smaller than other “big” cities and doesn’t have head offices? If that’s the case, I think you’re selling Edmonton short. If there isn’t any wealth in Edmonton, how is it that people are paying big-league prices for the NHL in the first place? Who are all of these “middle-class” people paying $2,000 to $7,000 every year on season tickets? And since they exist, why do you believe a good portion of those folks can’t afford a one-time double-payment for a seat license (which they can sell later, so it’s not all just lost money)? It won’t cover all of the cost, of course, but 10% of the cost seems quite realistic to me.

Finally, what do you mean when you say the city should own the arena? I don’t necessarily have a problem with that, but the way it’s been presented so far is very unappealing. If all non-HRR revenue is going to the Oilers, what’s the point of being an “owner”? Would you enter into an agreement with a partner where you paid half of the costs up front and he got all of the profits?

by Scott Reynolds on Oct 26, 2010 11:52 AM MDT up reply actions  

There are a finite number of sources of capital and/or revenue streams to play for the building.

The more parties in the transaction, the less money there is available to each party. An IPO company would need high salaried officers, office staff, offices, the need to regeister with various securites agencies, etc ….all continuing overhead costs.

There is no need for a third party. It is simply a matter of the two interested parties Katz/OIlers and the cities decided how to divide up the capital costs, and divide up the revenues to the satisfaction of each. A third party just means less for everybody.

There are three pools for the capital costs:
1) Katz’s $100 million
2) Whatever they can get out of the provincial and federal levels of government.
3) The remainder provided by the City of Edmonton via a loan from banks.

Sources of revenues:
1) Incremental funds from the CRL for the arena district. Katz commits an additional $100 million to the arena district. I expect he will have to demonstrate commitments of over $500 billion dollars from him and his partners, so the city with have some idea of how much revenue there will be from the CRL
2) Naming rights, seat licenses, etc
3) Ticket tax.

The city has to negotiate for enough of the revenue stream to pay off the bank load “mortgage”.

There is no need for a third party, which would only be demanding a cut of the revenue, meaning less for Katz and the city.

A ticket tax doesn’t have the conitinuing overhead costs of your IPO company. The IPO company requires a permanent property tax subsidy from the city.

The city, if it has assured revenue streams, from the CRA and a ticket tax, enough to payback the loan/mortgage from the bank would have no problem raising the capital.

Clearly, Katz will have to sign a location agreement. Any role for an IPO corp is covered by allocation a share of naming right, seat licenses, and a ticket tax which would accrued to the city.

The key to the deal is the commitments of private capital to the arena district in addition to Katz’s 2nd hundred million. The whole project really only works if there is a billion dollar arena district alongside the arena.

The deal is a simple matter of dividing up the capital costs and the revenue streams between two parties. A third party just makes the deal more difficult.

by godot10 on Oct 26, 2010 1:54 PM MDT up reply actions  

The more parties in the transaction, the less money there is available to each party. An IPO company would need high salaried officers, office staff, offices, the need to regeister with various securites agencies, etc ….all continuing overhead costs.

I don’t know if it’s as complicated as you make it out to be or not, and some of your points as to why it’s bad (i.e. lost proerty taxes on the arena? I have a funny feeling that land won’t be generating any property taxes regardless) don’t make a lot of sense to me, but we both agree this isn’t the best way to go about getting the building done.

There are three pools for the capital costs:
1) Katz’s $100 million
2) Whatever they can get out of the provincial and federal levels of government.
3) The remainder provided by the City of Edmonton via a loan from banks.

I may be wrong about this but what you have as a second source of revenue has been quite consistently “nothing” since this process began, and seems likely to continue to be “nothing” when it concludes. That leaves the City on the hook for $300M, or 75% of the cost, which isn’t necessarily bad, but it’s something to keep in mind when we talk about divvying up the profits.

Sources of revenues:
1) Incremental funds from the CRL for the arena district…
2) Naming rights, seat licenses, etc
3) Ticket tax.

My problem here is with the language. The CRL is, essentially, “City funds”. I’m pretty convinced the development itself won’t be generating much in the way of new money unless it convinces people (who haven’t already been convinced for other reasons) to move from other cities to Edmonton. That just doesn’t seem likely. If I’m missing something significant here, I’m open to being convinced, but right now, it seems like the plan shifts money downtown from other regions. While that may be desirable, the City is taking on a lot of risk in this project, so they had best be getting a share of the potential profit. To me, that means a portion (say, 75% given that’s the amount of capital being invested) of the arena revenues going to the City rather than to the Oilers.

by Scott Reynolds on Oct 26, 2010 2:24 PM MDT up reply actions  

The arena $400 million and the arena district $1 billion would represent over a billion dollars of new capital invested in the city. I’m not an economic so I don’t know what kind of multiplier one applies to such a project in terms of overall economy activity, but it will be signficant new economic activity which will at to the GDP of Edmonton. So the CRL will not be a zero sum game.

by godot10 on Oct 26, 2010 2:52 PM MDT up reply actions  

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