Around the same time, Congress passed the Economic Recovery Tax Act. Among other things, it extended the life of net operating loss carry-forwards (NOLs) from seven to fifteen years. NOLs allow companies to offset their current year’s taxable income with past losses, thereby reducing current tax liability. The goal of the act was to help struggling companies recover and to enable their shareholders to benefit from the prior losses. We took a look at all of the public companies with large NOLs and found something surprising. These companies had virtually no change in share price as a result of the new legislation. The market was overlooking the significant value added through the extended life of NOLs. That presented us with an enormous opportunity to gain control of those NOLs and create holding companies for businesses whose profits would be shielded. If a company was trading at $3 a share for a total enterprise value of $45 million and it had $350 million in NOLs, we knew we could create profits that were sheltered and convert those NOLs (which were valued at $0) to roughly $100 million of cash, or 25 cents on the dollar over time. And that’s just what we did.
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I said, “You’ve got to be able to look at the deal and know what it hinges on to know whether it works or not. If you realize that the key component works, then you use the numbers to test it. You don’t do the numbers to find out eight hours later whether it was worth starting.” I’m sure his IQ was higher than mine. But that isn’t how we operate. You have to be able to effectively assess the initial picture and see where the greatest risk is most likely to be, or you’ll spend your life doing numbers just to find out if a deal will work. And all that time lost is time you could have been looking at other opportunities.
A Jewish refugee delegation, including my father, went to the Vilnius Japanese vice consul, Chiune Sugihara, for these transit visas. Sugihara wired Tokyo three times for permission to help the refugees, but was denied each time. The vice consul was a Japanese career diplomat, but he had also been raised in a middle-class samurai family. And part of the code of the samurai is benevolence and mercy, and appreciation and respect for life. Despite the risk to his career and his family, Sugihara ignored his direct orders and decided to do as much as he could. For the next month, he and his wife barely stopped to eat or sleep as they wrote out thousands of transit visas. My family was among the six thousand Jews Sugihara saved — the Sugihara Survivors.
I was the pitchman. I went to each of the houses, sat on a lot of couches, and flipped through dozens of family photo albums as I explained to the homeowners that we were going to build student housing and they could either stay and put up with loud music at night and beer cans on the lawn, or they could move to the other side of Ann Arbor. It worked. I kept buying houses and eventually acquired one full block of land. They were all cash deals, $1,000 each to tie up the properties with deferred closings requiring around $20,000.
Equity Office was the largest REIT in the country. We had spent a decade acquiring an irreplaceable collection of over five hundred of the best office buildings in every major market in the U.S. It was my baby. Truth is, had I kept the company private, I probably would have never considered selling. But when I took EOP public, I assumed a fiduciary responsibility to shareholders. In exchange for their capital, I made a commitment to give them the best return possible on their investment. That was my primary obligation. Nothing stood before that.
Some emerging markets will check all the boxes — strong population growth, growing middle class, verge of investment grade, great leadership, and hunger for capital — and then be missing the one ingredient that enables you to monetize your investment: scale. Without scale, you don’t have liquidity. You have no optionality. In essence, you’re stuck.
I’ve always valued long-term relationships, but John Hsieh, the former head of Itel’s container leasing business, taught me that you simply cannot succeed in-country without them. Hsieh had extensive international experience and contacts. He took me under his wing, and we traveled the world meeting Itel’s customers and suppliers — from a cocktail party in Rotterdam with British and German customers to a dinner in Hong Kong with a Chinese shipping company. The deep relationships he had with his customers enlightened me. I learned that the extreme degree to which you rely on strong personal relationships is perhaps the single biggest difference between doing business in the emerging markets and the U.S.
I started negotiating the deal, which was complex beyond belief. I was creating structures and terms that had never been done before. I went to Jay and took him step-by-step through this incredibly complicated transaction. And damn it if he didn’t just look at me and say, “But, Sam, isn’t the real key to this whole thing just to rent the office space?” And sure enough, that’s what the whole transaction was predicated on. Jay’s level of intellectual rigor really appealed to me. And I immediately latched on to the understanding that I could cut right to the heart of something complex if I broke the problem into pieces. It was a matter of organizing my thinking. A discipline.