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
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