Bank of America Investment Banking Pitch Book

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#1Presentation to RHO Special Committee February 24, 2016 Bank of America Merrill Lynch an Mer#2Notice to Recipient Confidential Bank of America Merrill Lynch "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are both registered broker dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured* May Lose Value Are Not Bank Guaranteed. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered ("RHO" or the "Company") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Bank of America Corporation and its affiliates (collectively, the "BAC Group") comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm's research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, anynonpublic commercial or financial information) on and after the earliest to occur of the date of (1) public announcement of discussions relating to such transaction, (I) public announcement of such transaction or () execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2015 Bank of America Corporation.#3Presentation to RHO Special Committee Project Delta Table of Contents 1. Transaction Summary 2. Public Market Overview 3. Financial Analyses Appendix Bank of America Merrill Lynch 1 4 6 12#4Transaction Summary Bank of America Merrill Lynch Bank of Am Merrill Lyn#5Process - Events and Milestones 1 Date January 16, 2016 January 19, 2016 February 4, 2016 February 5, 2016 February 8, 2016 February 9, 2016 February 10, 2016 February 11, 2016 February 15 - 22, 2016 (3) 1 Events / Milestones BOREAS submits $17.00 per share proposal for remaining shares of RHO ■ Special Committee meeting to discuss RHO business plan and response to BOREAS' $17.00 proposal ■ BOREAS makes public announcement of $17.00 per share cash proposal ■ Special Committee rejects $17.00 proposal, but determines to proceed with further discussions with BOREAS 1 Bank of America Merrill Lynch BOREAS submits a revised "final" proposal for $17.75, which the Special Committee rejects later that day but also allows for continued discussions with BOREAS BOREAS submits a revised "best and final" proposal for $18.25 per share BOREAS' proposal includes a no-shop provision, a $40 million (~3.8% of equity value) break-up fee and a restriction on dividend payments by the Company (other than the special cash dividend (¹) or other distribution contemplated in connection with the merger) Following negotiations, BOREAS agrees that closing would be conditioned on approval by the holders of a majority of the RHO shares not held by BOREAS and its affiliates (a "majority of the minority provision") Special Committee authorizes BofA Merrill Lynch to commence outbound calls on February 10, 2016 BofA Merrill Lynch commences outbound calls to potentially interested parties RHO receives initial draft merger agreement ("Agreement") from BOREAS RHO and BOREAS exchange mark-ups to the Agreement Special cash dividend concept detailed in draft Agreement received February 11, 2016.#6Summary of Selected Transaction Terms Subject to Final Negotiation Term Structure: Consideration: Financing: Certain Closing Conditions: Deal Protections: Other: Outside Date: Source: Draft, dated February 22, 2016, of Merger Agreement. 2 Description / Details ■ Acquisition of RHO by BOREAS via three steps, including merger of a wholly owned subsidiary of BOREAS with and into RHO ■ $18.25 in cash for each outstanding share of RHO common stock, inclusive of per share closing dividend ■ BOREAS plans to fund transaction with available funds No financing condition ■ RHO stockholder approval (including majority of the minority condition) No RHO material adverse effect Receipt of opinion regarding RHO REIT status by BOREAS Bank of America Merrill Lynch - No solicitation provision, subject to exercise of RHO Special Committee's fiduciary duties; RHO Special Committee may change its recommendation in connection with superior proposals or intervening events Reciprocal expense reimbursement up to $10 million in the event of termination of agreement for breach Termination fee of $40 million (3.8% of equity value) payable by RHO in certain circumstances, including if: RHO terminates agreement to enter into agreement providing superior proposal BOREAS terminates agreement for RHO Special Committee recommendation change Termination fee may in certain cases be net of expense reimbursement DE ■ Voting and exchange agreements BOREAS may require that RHO undertake certain transactions, including asset sales, an exchange of common shares held by BOREAS for a new class of preferred shares, and a substantial pre-closing dividend, all subject to satisfaction or waiver of all closing conditions and subject to certain limitations October 31, 2016#7Transaction Overview All figures in millions, except per share amounts Share Price x Fully Diluted Shares Outstanding Equity Market Capitalization Revolving Credit Facility (as of 12/31/2015) Term Loan (as of 12/31/2015) Mortgage Debt (as of 12/31/2015) Total Debt 5% Preferred OP units Total Implied Market Capitalization Cash and Cash Equivalents (as of 12/31/2015) Non-OP Non-controlling Interests (as of 12/31/2015) Implied Total Enterprise Value ("TEV") Net Debt/ TEV Net Debt + Preferred / TEV Net Debt/LTM Core EBITDA Implied Premiums / (Discounts) Premium/(Discount) to Current Stock Price (02/22/16) Premium/(Discount) to Unaffected Stock Price (1/15/16) Premium/(Discount) to 52-Week High (03/24/2015) (3) Premium/(Discount) to SNL Consensus NAV Premium/(Discount) to GSA NAV Implied Multiples 2016E Core EBITDA 2017E Core EBITDA 2016E Core FFO per Share 2017E Core FFO per Share Implied Cap Rate Capitalization and Metrics (1) 3 (2) $171 Selected Financial Metrics $13.49 $19.95 $20.17 $16.67 $189 $212 $1.98 $2.45 $215 Source: RHO Projections, FactSet, SNL Financial, Green Street Advisors. Note: RHO Projections based on financial projections as received from RHO management in February 2016 Note: Figures in millions, except per share amounts Excludes mortgage on Visto Ridge Mall, a special consideration asset that is expected by RHO management to be returned to lender. Based on RHD Projections for Core EBITDA (Core NO! less cash GEA) and Care FFO per share. Based on closing price 01/15/16 Unaffected Closing Share Price $13.49 57.7 $778 59 285 1,264 $1,608 $140 $2,527 ($8) $14 $2,533 9.3x (23.7%) 0.0% (32.4%) (33.1%) (19.1%) 13.4x 6.8x 5.5x Bank of America Merrill Lynch 02/22/16 Closing Share Price $17.69 58.0 $1,026 59 285 1,264 $1,608 $140 $2,774 ($8) $14 $2,780 57.6% 62.6% 9.3x 0.0% 31.1% (11.3%) (12.3%) 13.1x 9.0x 7.7% Transaction Consideration $18.25 58.1 $1,060 59 285 1,264 $1,608 $140 $2,808 ($8) $14 $2,814 56.9% 61.8% 9.3x 35.3% (8.5%) (9.5%) 9.5% 14.9x 13.3x 7.4x#8Public Market Overview Bank of America Merrill Lynch Bank of Am Merrill Lyn#9Market Update Since 1/15/16 Market continues to reflect significant volatility. However, RHO's stock price is up 31.1% since public announcement of initial BOREAS proposal while retail peer selected companies (¹) are down (7.6%) and RMZ is up 0.5% RHO $17.69 45 40 30 20 10 1/2/2015 LON PEN 300% PIN BON PON 70% $15 CON VIX - Since 2015 40/ 1/3/2016 WTI Crude - YTD BOREAS Initial Proposal 1/19/2016 BOREAS initial Proposal: 1/19/2018 1/15201 106.2016 Source: FoctSet, Lipper, and Bloomberg as of February 22, 2016 (1) Reto per selected companies include PEL CBI, and WPG. 4 (2) Other to selected companies include SPG, GGP, MAC, TCO, and SKT. Shown for informational purposes. SSE Composite Index. (3) Fund flows excluding ETFs. WTI Crude 20 202006 +31.1% WPG $7.82 (17.1%) S&P 500 $1,945.5 +3.5% WTI Crude $33.39 13.5% PEI $18.61 (4.3%) Other retail selected companies (2) 1.7% FTSE 100 £6,037.7 +4.6% 10-Year Treasury 1.75% Bank of America Merrill Lynch (29bps) CBL $10.60 (2.4%) RMZ $1,048.1 0.5% Shanghai Stock Exchange (3) Y2,927.2 0.9% REIT Funds Flow (4) ($726mm)#10RHO Historical Stock Price Performance 5 Stock Price $28.00 $24.00 $20.00 $16.00 $12.00 $8.00 $11.30 (Jan. 12) Jan-2012 mowy 1/12/2012: First day of trading after spin-off from GGP Jun-2012 Source: FactSet as of February 22, 2016. Nov-2012 win Apr-2013 1/7/2014: $157mm follow-on equity offering Sep-2013 $19.00 Feb-2014 SIROD $17.00 $16.00 $13.00 $17.98 (Jan. 18) O $11.49 an. 15) MERMER 1/19 Ampsporin Jul-2014 Nov-2014 Bank of America Merrill Lynch Transaction Consideration: $18.25 $17.69 (Feb. 22 Apr-2015 2/22 11/12/2015: Acquisition of The Shoppes at Carkbod Sep-2015 1,400 1,200 1,000 GOD 600 400 200 d Volume ('000s) 7000 6000 5000 4000 3000 2000 1000 Feb-2016#11Financial Analyses Bank of America Merrill Lynch Bank of Am Merrill Lyn#12Summary Overview of RHO Projections ■ RHO Projections include partial sale of two assets and no future acquisitions ■ Total strategic and cosmetic CapEx spend of $201mm (¹) 49% interests in Chula Vista and Gateway sold for $65mm of net cash proceeds to pay down debt - 13 properties 6 All projects completed by 2017 except Carlsbad (2018) ■ Turtle Creek Crossing strip asset sold in Q4 2016 for $9.0mm ■ Vista Ridge returned to lender ■ Five loans, representing $481mm current balance refinanced over 2016 - 2020 at rates between 4.5% -5.5% $ in millions, except per share Stabilized NOI Growth Rate Non-Stabilized NOI Growth Rate NOI from Dispositions NOI Growth Rate General & Administrative Expense Core EBITDA Growth Rate Core FFO Growth Rate Core FFO per Share Additional Information: Leasing. Tls, and Maintenance CapEx Strategic CapEx Net Debt / Core EBITDA (Net Debt + Preferred) / Core EBITDA Net Debt + Preferred 2014A 138 36 16 $190 (26) $163 $95 $1.64 $43 RHO Projections for Fiscal Year Ending December 31, 2015E 2016E 2017E 2018E 2019E 2020E 142 3.3% 47 32.1% 8 $197 4.1% $171 5.0% $104 10.0% $1.79 (26) (26) $189 10.1% 150 5.6% 64 $50 35.4% 96 1 $215 9.1% $114 10.1% 167 11.4% 72 12.7% 12.4% $239 $269 11.2% 12.3% $143 180 $1.98 $2.45 88 22.7% 7.6x 8.2x Bank of America Merrill Lynch $167 16.9% $2.85 187 (27) (28) (29) $212 $241 $251 13.6% 3.5% 93 5.0% $280 4.0% $2.96 193 3.4% $26 97 $61 $58 $35 81 100 51 9.6x 9.7x 8.2x 6.6x 9.6x 10.5x 9.0x 7,2x $1,572 $1,807 $1,695 $1,744 $1,726 $1,653 $1,582 $290 3.9% (29) $261 $26 2016 - 2020 CAGR $175 $184 5.1% $3.09 11.8% 6.0x 5.5x 6.6x 6.1x 6.5% 11.0% 7.8% 8.4% 12.6% Mode: RIO Projections based on financial projections as received from RM0 management in February 2016 (EU Inclusive of Original Portfolio and Acquisition Assets, excludes internal fees, and deducts present value of estimated municipal incentives estimated of $21M. (2) Includes historical acquisitions, partial soles, and recent development projects including: Chula Vista, Mr. Shosta Mall Fig Garden Village, Bel Air Mo, Newpark Mall, Gateway Mall, Grand Traverse Moll Spring Hill Mall, and The Shoppes of Corkbod.#13Financial Analyses Summary 52-Week Price Range RHO Unaffected Stock Price on 01/15/16: $13.49 Low $13.12 $19.95 LTM Stock Price Performance 1/14/16 $13.12 Reached on: High Wall Street Research" 3/24/15 Informational Reference Points $22.53 Law $16.48 Wall Street Research Analysts' NAV Estimates Source: R40 Projections, FoctSet, SML Financial Note: Ronge rounded to neovest $0.25. High Selected Precedent Transactions $26.50 Selected Precedent Transactions Low High Underwritten NC (2006) $215mm Cap Rate 6.5% Implied Price Range $26.50 Net Asset Value Low $21.75 71% $16.75 High Underwritten NOI (2005) NAV Market Capa 7.5% Implied terenceRange $21.75 Discounted Cash Flow Low $25% 1.50% Transaction Consideration: $18.25 $22.00 $15.25 DCF Discount Rite High $75% Perpetuity Growth 2.00% Implied Reference Range $15.25 $22.00 Low 6.5 x $1.98 Selected Public Companies $17.75 $12.75 2016E FFQ Multiples 20160¹ High 90x $1.98 Bank of America Merrill Lynch Implied Reference Range $12.75 $17.75 Low 60x $20.75 (EU Includes the variations of MAY estimates: 30 NTM, 2015, and 2016. ( Reflects caprate implied from WPG/GRT merger. Giren lock of recent MBA activity in mall sector and limited comparability, the selected precedent transaction is not relevant and is shown for informational purposes only. Based on closing prices. Besed on RHO Projections. $14.75 2017E FFO 2017EITO** High $2.45 Implied Reference Range $14.75#14Summary of Wall Street Research Estimates on RHO Firm Boenning & Scattergood KeyBanc Capital Markets Canaccord Genuity RBC Capital Markets Stifel Nicolaus Bank of America Merrill Lynch Barclays Capital Average SNL Consensus Green Street Advisors RHO Projections 8 Report Date 1/26/2016 2/5/2016 1/19/2016 1/19/2016 1/19/2016 1/12/2016 11/13/2015 1/19/2016 Sources: SML Financial, Green Street Advisors and Wall Street Research. Note: SML Consensus and Green Street Advisors as of February 2016 Wall Street Research Summary FFO per Share 2016E $1.93 2.01 2.14 1.99 1.98 1.77 1.92 $1.96 $2.00 $1.83 $1.98 2017E $2.37 2.21 2.31 2.16 2.14 1.90 2.06 $2.16 $2.21 $1.89 $2.45 2016E $187 184 179 94 209 $170 $183 $189 EBITDA 2017E $199 215 189 102 221 $185 $201 $212 Estimate $19.28 19.39 19.72 22.53 20.00 16.48 20.14 $19.65 $20.17 Bank of America Merrill Lynch $16.67 NAV Estimate Period Q3 2015 NTM Q3 2015 NTM 2015E 2016E 2015E Q3 2015 NTM Q3 2015 NTM#15Net Asset Value Analysis Total Implied Real Estate Value Nominal Cap Rate Cash and Cash Equivalents Restricted Cash Rent and Other Receivables Capitalized Management Fee Income Other Assets Implied Gross Asset Value ("GAV") Revolving Credit Facility Term Loans 9 Mortgage Debt 5% Preferred OP units (6) Estimated Adjustments For Marking Debt To Market Other Liabilities Implied Net Asset Value ("NAV") x Fully Diluted Shares and OP Units Outstanding Implied Net Asset Value ("NAV") / Share (3) (2) (5) (6) (7) (7) Low (1) $2,744 7.8% 32 28 1 5 2,817 59 285 1,264 140 43 56 970 58.1 $16.75 Midpoint $2,888 7.5% 8 32 28 1 5 2,962 59 285 1,264 140 43 56 Source: RIO Projections Note: Figures in million, except per share and per unit amounts. Estimated NAV per shore rounded to nearest 50.25. Non-real estate assets and liabilities are recorded of book value os of December 31, 2015. Assumes 5% discount to midpoint calculation. Assumes 5% premium to midpointcolculation. Property level NOT and cash flows per RHO Projections were used to determine Total implied Real Estate Volue. Calculated as RHO Projections for 2016 Total Core NOT of $215mm divided by Total Implied Real Estate Volur. Assumes capitalized Barnes Crossing management fee at 5.0x Adjusted to reflect removal of Vito Ridge Mallo special consideration asset that is expected by RHO monagement to be returned to lender. Cokelated as the present value of scheduled payments compared to current principal on debt os of February 2016. Estimated based on treasury yield curve plus credit risk spread based on debt yield, loon-to- volue ratio and term. 1,115 58.1 $19.25 Bank of America Merrill Lynch High (2) $3,032 7.1% 8 32 28 1 5 3,106 59 285 1,264 140 43 56 1,259 58.1 $21.75#16Discounted Cash Flow Analysis Unlevered Free Cash Flows Year Total NOI Capitalized G&A + Net Capitalized RE Taxes and Insurance and TIF Tax Revenue Increase in Net Working Capital Capital Expenditures ( Other Costs Capitalized IT Proceeds from Dispositions +JV Management Fees Unlevered Free Cash Flows Discount Rate 8.25% 8.50% 8.75% Discount Rate 10 8.25% 8.50% 8.75% (2) (3) A Discounted Cash Flows $641 637 634 E Minority Interest B PV of Terminal Value Based on Perpetuity Growth 1.50% 1.75% 2.00% $2.198 $2,288 $2,385 2,095 2.178 1,999 2,076 F A Total Implied Equity Value 2,267 2,158 2016E $215 (18) (161) (1) (1) 146 $155 For Fiscal Year Ending December 31. 2018E $269 2017E $239 (27) (16) 1 (132) Au 1 $65 G 1.50% $2.839 2,732 2,633 (14) FD Shares Outstanding (86) (1) 1 $143 C Total Implied Enterprise Value 1.75% $2,929 2,815 2,710 2019E $280 3 (26) (1) (0) 1 $214 2.00% $3,027 2,792 2020E $290 1.50% $18.75 16.75 15.25 (29) (14) 3 (26) [1] [0] 1 $224 Normalized $290 ($29) ($14) Implied Equity Value per Diluted Share 1.75% $20.25 18.25 16.50 (30) (0) 1 $217 Net Debt + Pref ($1,740) (1,740) (1,740) Discount Rate 2.00% $22.00 19.75 17.75 Discount Rate 8.25% 8.50% 8.75% Bank of America Merrill Lynch Implied Core EBITDA Multiple Perpetuity Growth 1.50% 1.75% 1253 12.1x 11,6x 8.25% 8.50% 12.0x 11.6x 11.2x (1) Terminal Value as % of Total Value 1.50% 77.4% 76.7% 75.9% ($14) 58.1 1.50% 1.75% 2.00% $1,085 $1,175 $1,272 1,061 955 (14) (14) 978 879 1,150 1,037 58.1 58.1 A Assumes $71 million of debt treated as cash proceeds along with estimated cash proceeds of $65 million to account for full transaction value of joint venture structuring. Perpetuity Growth 2.00% 13.1x 12.6x 12.1x 1.75% 78.1% 78.8% 77.4% 78.1% 76.6% 77.3% Source: RHO Projection. Note: Figures in millions, except per share amounts. Present value dote of January 1, 2016 based on mid year discounting convention. Implied equity value per diluted share rounded to nearest $0.25. Stock bosed compensation treated as cash exprose. (10) Based on 2020 RHO Projections normalized to reflect ending of TIF soles fox revenue and other costs. Normalized year volue assumes each property undergoes $1.8 million refresh every 15 years. Based on 2021 RHO Projection of $271 million for CORE EBITDA (Core NO! less cash G&A) os provided by RHO management.#17Selected Public Companies Analysis Company CBL WPG Retail Peer Selected Companies Mean Retall Peer Selected Companies Median RHD at 02/22/2016 (Management) KHO at BOREAS Proposal (Management) RHO Unaffected at 1/15/2016 (Management) RHO Unaffected at 1/15/2016 (SNL Consensus) 11 Clowing Stock Price of: 2/22/16 $10.60 3335002E 18.61 A 17.69 Shown for Informational Purposes PH Other Retail Selected Companies Mean Other Retail Selected Companies Madian 18.25 13.49 TRADING High 52% 44% 77% 53% 52% 88% 91% 67% 67% 85% Dividend Yield 10.0% 4.5% 9.1% 10.0% 19 3.9% 5.3% 5.3% 3.3% 3.4% Equity $2,117 1,443 1,026 1,060 778 CAPITALIZATION Total Mat Dub 778 Enterprise Value $1,761 $5,936 $1,722 $6,020 58.127 6,020 3,662 2,780 2,814 Source: Public fings, SNL Financial, FactSet Wall Street Research, Green Street Advisors, and RHO Projections. Note: Metrics other than FFO shown for informational purposes. (1) 2,533 $23,248 $35,263 $13,166 $20,343 NatDab +Prt./ /LTM TIPW ERITOA 68% (9) Other retail selected companies include SPG, GGP, MAC, TOO, and SKT. Shown for informational purposes. 61% 63% 67% 35% 6.9 8.0 7.3x 9.3x 9.3x 9.3x 7.3x 7.6x TEV/DA JOUGE 10.7x 10.9x 13.6x 11.8x 10.9x 14.7x 14.9 13.8x 20.1x 20.6x 20120 1Ox 10.6x 12.7x 11.3x 10.6x 13.1x 13.3M 11.9 12.6M 19.0x 19.6 (4) Based on Green Street Advisors as of February 22, 2016. (5) Figures for other to selected companies reflect most recent public filings. RHO figures reflect estimated preliminary 04 2015 values per RHO Projections. 161 Based on Gream Street Advisors "Taking the Under: Changes to mail Forecasts dated January 26, 2016, except for RHO which is based on RHO Projections. RHO metrics calculated based on RHO Projections. Based on SNL consensus estimates. FINANCIAL FFO Multiple 2016 4.5x 4.4x 9.9x 6.3x 4.5K 9.0x 9.2x 6.8x 6.7x 17.3x 15 20171 6.0x 1.4. 7.2x 5.5x 6.1x 15.9 16.2x Price/ Price/ Consensus Green Street NAV NAVI 57% 70% 58% 57% 90% For market capitalization purposes, fully diluted shores include shares, units, oppions using treasury method and convertible securities. TEV defined as Market Value + Debt+ Preferred Stock + Minority Interest-Cash and Equivalents Proportionate share of JV debt and debt related to subsequent events included as appropriate and available (3) Based on SNL consensus estimates as of February 22, 2016. 67% 84% 86% 44% 56% 106/% 110% 81% SIN 77% Bank of America Merrill Lynch 81% Sales PSF MRO $374 $361 $424 $386 $374 $350 $350 $350 $350 $608 OPERATING $620 SSNOI Growth 2.3% 1.1% 2.7% 2.0% 2.3% 6.4% SINO Growth 0.3% 0.9% (0.0%) 11.7% 11.7% Green Street Advisors Estimate 11.7% LIN#18Appendix Bank of America Merrill Lynch Bank of Am Merrill Lyn#19Weighted Average Cost of Capital Bloomberg Beta of Retail Peer Selected Public Companies Equity Mkt. Cap Company CBL & Associates Properties WP Gimcher Pennsylvania REIT Average RHO WACC Sensitivity 12 Levered Net Debt/ EBITDA 7.0x 7.5x 8.0x 8.5x 9.0x 1:30 (4) (5) 16) (7) Net Debt/ Eq. Val. 101.4% 117.1% 135.5% 156.0% 183.5% 174 170 124 Beta Unlevered Sourbon 2015 Valuation Yearbook, Bloomberg Note Dolors in milions Net Debt/ Net Cap. 50.3% 53.9% 57.5% 60.9% 64.7% 0.48 121 0.19 0.71 R Squared of Lev. Beta 6.75% 7.25% 7.75% 0.51 0.11 0.52 0.30 Est. Cost of Debt 5.75% 0.24 (1) For each retailer selected company represents historical beta sourced from Bloomberg Unlevered BetLevered Beta/Tow Rotel NetDecqu Twentyr Government Bond Field as of February 22, 2016 Represents copolization rak premiue. Dora Source bbotson 881 2015 Volvonion Yearbook Representen equity rik premium per boton 588 2015 Voluotobook 2.117 $1,761 $1,026 0.42 6.94% 7.27% 7.65% 8.05% 8.50% Net 5,370 2.08 $3,758 $1,600 Based on market estimates WACC equals(Net DebCapitation (Cost of Debt (1-Tax Rate Equity Capitaluation Levered Cost of foundl 0.45 7.09% 7.42% 7.80% 8.20% 8.65% Net Debt Net Cap 717% 69.3% 58.3% Geometric Mean ERP 0.51 7.39% 7.72% 8.10% 8.50% Calculating WACC 0.54 7.54% 7.87% 8.25% 8.85% 9.10% Cost of Equity ROHO Unlevered Beta RHO Levered Beta Size Premium Historical Risk Premium (5) Cost of Equity Cost of Debt Pre-tax Cost of Debt Tax Rate After Tax Cost of Debt 10 Cument Net Debt/Total Ne! Cap. WACC WACC at Various Unlevered Beta and Capital Structures (™) 0.42 7.79% 8.13% 8.50% 8.90% 9.35% Bank of America Merrill Lynch ERP Average Geometric 2.18% 0.48 124 1.77% 4.99% 10.06% 7.25% 0.0% 7.25% 8.35% Arithmetic Mean ERP 0.45 0.51 8.00% 8.34% 8.71% 9.11% 9.56% 8.42% 8.76% 9.13% 9.53% Arithmetic 2.18% 0.48 124 1.77% 7.00% 12.55% 7.25% 0.0% 7.25% 60.9% 9.32% 0.54 8.63% 8.97% 9.34% 9.74% 10.19%#20Historical Forward FFO Multiples 2014 - 2016YTD (39) 13 (4) Since RHO's spin-off, the Company has on average traded at a 0.7x premium to retail peer selected companies. In last six months, until BOREAS' initial 1/19/16 acquisition proposal announcement, this premium had been declining 25.0x Other retail selected companies" 15.0x 10.0x RHO P Delto to retail peer selected companies Retail peer selected companies PET C 5.0x mar 10-Year Average 8.1x 15.3x 6/7/2014 8/24/2014 S-Year Average 9.0x 94x 86 18.0x Historical Average NTM FFO Multiples Average 2-Year Since Spin-off Average 10.0x 10.0x 9.3x 9% 11/10/2014 18.7x 1/2/2014 3/21/2014 Source: SML Financial os of February 22, 2016. Note: RO shown from Morch 6, 2014 since there were no Woll Street FFO consensus estimates for RO prior to that date (3) Averages through January 15, 2016. (2) Bosed on SW consensus estimates. 1/27/2015 9.2x 10.6x Retailpeer selected companies include PEI, CBI, and WPG. Other real selected companies include SPG, GGP, MAC, TCO, and SKT. Shown for informational purposes. 7.8 18.& 1-Year Average 4/15/2015 I.S 7.3x 7.60 19.1x 6-Month Average 8.5x 0.5m 7.9x 11.00 6.2 66r 18.2x 7/2/2015 3-Month Average 8.1x 7.7x 111x 18.4x On 1/15/2016 6.7x 6.7x 10.1x 17.7x 9/18/2015 12/5/2015 Bank of America Merrill Lynch Current (02/22/2016) 8.8x 6.3x 4.5x 17.3x Other retail selected companies (4) 17.3x Implied multiple at BOREAS proposed transaction consideration 9.1x 2/22/2016 RHO 8.8x Retail peer selected companies (3) 6.3x

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