Kohan: How Much Of The NOI And Value Actually Reach The Issuer

The Follow-Up: The Portfolio Headline Does Not Fully Belong To The Issuer

The main article dealt with Kohan's wider picture. This follow-up isolates a narrower but critical question: how much of the NOI and property value produced by the portfolio actually stays at the issuer level, and how much leaks away through partners and the management-fee layer.

The short answer is that a meaningful amount is lost before debt even enters the discussion. In 2025, Kohan reports consolidated NOI of USD 47.49 million and investment-property value of USD 420.66 million. But in the same disclosure, the company's share drops to USD 39.61 million of NOI and USD 362.60 million of value. So before any debt-layer discussion, about USD 7.9 million of NOI and about USD 58.1 million of value already do not belong economically to the issuer.

That is not a cosmetic adjustment. It is a first-order screen. Anyone reading the portfolio through the 100%-basis numbers gets a picture that is too generous for the issuing layer. And anyone who stops at the company's share is still not done, because above the properties sits a separate management-fee layer paid to entities controlled by the controlling shareholder. In the covenant test, that layer stood at about 5.2% of adjusted NOI at the end of 2025, against an 8% ceiling.

The First Gap: From Consolidated To The Company's Share

The most important number here is not the headline itself, but the move between two columns. Section 8.1 presents the same portfolio in two different economic languages: consolidated and company share. In 2025, the gap looks like this:

Put more directly, only about 83.4% of consolidated NOI and only about 86.2% of consolidated property value belong to the company's share. The NOI haircut is slightly deeper than the value haircut. That matters because the ownership filter is not just shaving a paper NAV number. It is also cutting into the recurring income stream.

The same issue exists even on the same-property base, only in milder form. Same-property NOI in 2025 stood at USD 19.93 million on a consolidated basis versus USD 19.04 million on the company's share. Adjusted same-property NOI stood at USD 23.75 million versus USD 22.73 million. So even without new acquisitions and without timing noise, part of the economics still sits outside the issuer. But the full-portfolio gap is already wider, and that fits well with the list of highlighted assets, where several of the major properties are not wholly owned.

This table is not an attempt to build a full NAV. It simply shows the analytical mistake in reading the consolidated portfolio headline as though every dollar belongs equally to the issuer. When major assets such as Robinson, Killeen, Rimrock, and 311 South Wacker are held at 92%, 57%, 80%, and 94% respectively, the correct analytical starting point has to be company share, not consolidated.

The Second Gap: Even The Company's Share Is Not The Final Issuer Number

This is the layer that is easiest to miss. The detailed portfolio table in section 5.1 is built on a 100%-asset basis and already includes the property-management fees actually paid by the properties. But the same disclosure also states that its NOI and FFO figures do not include the management fees to be paid for management services provided to the company itself. So even after one moves from consolidated to company share, there is still a separate overhead layer sitting above the properties.

Covenant disclosure provides an important anchor here. One of the financial undertakings says that total management fees paid to the controlling shareholder and entities under its control may not exceed 8% of adjusted NOI. As of December 31, 2025, that ratio stood at about 5.2%. The message is not that the covenant is tight. It is not. The message is different: even after adjusting for minority interests and partners, there is still an additional fee layer above the property economics that reduces what the issuer actually captures.

This is a subtle but important distinction. Minority interests and partners reduce the ownership share. Management fees reduce the capture rate. Those are two different cuts. The first says not all of the property's NOI and value belong to the company. The second says that even out of what does belong to the company, not all of it remains clean at the issuer level.

That is why the right reading of Kohan does not stop at USD 39.6 million of NOI and USD 362.6 million of value. Those are already much better issuer-level numbers than the consolidated headline, but they still are not a free-cash number. Above them sits the management-services layer, and in structures like this the key question is not just how much value is created at the property, but how much of that value clears every layer of the structure.

What This Does To The Way The Issuer Should Be Valued

The analytical implication is simpler than it looks. Anyone starting the discussion at USD 420.7 million of property value and USD 47.5 million of NOI is starting too high. Before any discussion of debt, collateral, refinancing, or equity cushion, those numbers need to be cut to USD 362.6 million of value and USD 39.6 million of NOI. Only then does it make sense to add the corporate fee layer.

That matters especially in Kohan because the entire credit story rests on how much of the portfolio's value is truly reachable at the issuer layer. In structures like this, consolidated value is raw material. Company-share value is the right starting point. And only after deducting the management-fee layer can one seriously discuss the economics that actually travel upward.

That leads to the sharp conclusion of this follow-up: the gap between the portfolio headline and the issuer's economics is not a footnote. It is one of the key filters in the story. In 2025, that gap removes about 13.8% of property value and about 16.6% of NOI just in the move from consolidated to company share, and then adds a management-fee layer of 5.2% of adjusted NOI in the covenant framework.

The market can keep quoting USD 420 million and USD 47.5 million. But at the issuer level, the numbers worth starting with are lower, and they are still not the final stop.