Bank of America Investment Banking Pitch Book slide image

Bank of America Investment Banking Pitch Book

A 22 Description Benefits Considerations Potential Strategic Alternatives Joint Venture Partner with financial investor by contributing assets into new entity and potentially raising additional programmatic capital for new assets ■ RHO maintains control of assets and day-to-day operations Provides capital for future redevelopment and delevering Potential to show inherent asset value of portfolio vs. current trading levels ■ Retains control over assets and option to repurchase in future ■ Ancillary fee income potential (mgmt. fees) ■ Certain provisions may restrict future corporate activity/financings Impact of joint venture on pro forma portfolio quality Increased counterparty risk JV structure less appreciated by public investors Certain approval rights likely required by partner Potential tax implications ■ Potential short-term drag on FFO until cash proceeds are redeployed Timeline to execute uncertain Impact on market valuation of Company ■ Identify selected group of assets that could be sold to validate higher valuation or improved portfolio quality ■ ■ Asset Sales ■ ■ Proceeds could be delivered to shareholders in form of dividend or share repurchase or used for other strategic purposes Possible valuation arbitrage from dislocations in public market relative to private market Impact of asset sales on pro forma portfolio quality Sale of pro forma company Balance sheet impact ■ Potential share repurchases would reduce float and liquidity Asset valuation Potentially broader universe of buyers for selected assets in private market as compared to whole- company buyer Potential opportunity to deleverage ■ Limited availability of financing for lower sales per square foot assets BOREAS may end up with larger percentage ownership Impact on market valuation of Company Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Merger Merger with another public company ■ Likely to be largely stock-for-stock deal ■ Potential for transaction that maintains future upside for RHO's existing shareholders Potential G&A synergies Benefits of increased scale ■ Investors gain more liquidity Potential to strengthen balance sheet ■ Few realistic counterparties RHO's current multiple is higher than that of many potential strategic buyers, which could result in dilution to acquiring company Social issues Relative NAVs Potential loss of control ■ Uncertain counterparty willingness to engage Impact on market valuation of Company White Squire Structured corporate-level investment into the Company by third-party investor ■ Proceeds could be used to fund accelerated redevelopments, new acquisitions or other strategic purposes ■Can be conducted in parallel with sale process for entire Company ■Allows for acceleration of investment into higher return projects ■ Would enable the Company to continue executing on its strategic plan ■ Returns on strategic investments need to exceed cost of third-party capital ■ Could be expensive relative to other sources of capital Investor views on valuation / NAV ■ Likely to require minority investor protections and other governance considerations ■ Use of proceeds ■ Impact on market valuation of Company
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