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NEW NET LEASE PLATFORM UNLESS OTHERWISE INDICATED, ALL RPT FINANCIAL INFORMATION IS PRESENTED ON A CONSOLIDATED BASIS AND INCLUDING ITS PRO-RATA SHARE OF UNCONSOLIDATED JOINT VENTURES AND IS AS OF OR FOR THE QUARTER ENDED DECEMBER 31, 2020. FOR IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS IN THIS PRESENTATION, SEE SLIDE 2.
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RPT New Net Lease Platform

Nov 01, 2021

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Page 1: RPT New Net Lease Platform

NEW NET LEASE PLATFORM

UNLESS OTHERWISE INDICATED, ALL RPT FINANCIAL INFORMATION IS PRESENTED ON A CONSOLIDATED BASIS AND INCLUDING ITS PRO-RATASHARE OF UNCONSOLIDATED JOINT VENTURES AND IS AS OF OR FOR THE QUARTER ENDED DECEMBER 31, 2020. FOR IMPORTANT INFORMATIONREGARDING FORWARD-LOOKING STATEMENTS IN THIS PRESENTATION, SEE SLIDE 2.

Page 2: RPT New Net Lease Platform

This presentation contains forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as ended,

and Section 21E of the Securities Exchange Act of 1934, as

amended. These forward-looking statements represent our

expectations, plans or beliefs concerning future events and may

be identified by terminology such as “may,” “will,” “should,”

“believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or

similar terms. Although the forward-looking statements made in

this document are based on our good faith beliefs, reasonable

assumptions and our best judgment based upon current

information, certain factors could cause actual results to differ

materially from those in the forward-looking statements. Many of

the factors that will determine the outcome of forward-looking

statements are beyond our ability to predict or control. Factors

which may cause actual results to differ materially from current

expectations include, but are not limited to: our success or failure

in implementing our business strategy; economic conditions

generally and in the commercial real estate and finance markets

specifically; the cost and availability of capital, which depends in

part on our asset quality and our relationships with lenders and

other capital providers; risks associated with bankruptcies or

FORWARD- LOOKING STATEMENTS

N E W N E T L E A S E P L A T F O R M 2

insolvencies or general downturn in the businesses of tenants; the

potential adverse impact from tenant defaults generally or from

the unpredictability of the business plans and financial condition of

the Company's tenants, which are heightened as a result of the

COVID-19 pandemic; changes in governmental regulations, tax

rates and similar matters; and other factors detailed from time to

time in our filings with the Securities and Exchange Commission

("SEC"), including in particular those set forth under “Risk Factors”

in our latest annual report on Form 10-K, which you should

interpret as being heightened as a result of the numerous and

ongoing adverse impacts of COVID-19. Given these uncertainties,

you should not place undue reliance on any forward-looking

statements. Except as required by law, we assume no obligation

to update these forward-looking statements, even if new

information becomes available in the future.

Page 3: RPT New Net Lease Platform

TRANSACT ION OVERVIEW

RPT Realty, GIC Private Limited (“GIC”), Zimmer Partners (“Zimmer”) and Monarch AlternativeCapital LP (“Monarch”) formed a new net lease retail real estate platform (“RGMZ”) with equitycommitments totaling $470 million. RGMZ will target $1.2 to $1.3 billion of acquisitions ofessential, resilient and high credit tenants over the next three years subject to long-term, netleases.

Initial Portfolio• RGMZ is to be seeded with 42 single-tenant, net lease retail

assets that have been or will be created by RPT upon thesubdivision of certain of its existing shopping centers (“InitialPortfolio”)

• The Initial Portfolio was valued at $151 million andaccounted for ~6% of RPT’s 4Q20 annualized base rent

• The Initial Portfolio is expected to close in phases

Future Commitments & Capital Structure• RGMZ will have $410 million of remaining committed equity

after the closing of the Initial Portfolio• RGMZ will target 60-65% leverage• RGMZ received commitments for a $175 million secured

credit facility to fund acquisitions, including the InitialPortfolio, subject to final loan documentation

Equity Capital$ in millionsInvestor

Initial Portfolio

Future Commitments

Fully Deployed

% of Equity

GIC, Zimmer, Monarch1 $57 $383 $440 94%RPT 4 26 30 6%RGMZ $61 $410 $470 100%

RPT Preferred1 $9 $61 $70

Management & Governance• RPT will manage the day-to-day operations of RGMZ, source

acquisitions and receive management, constructionmanagement and leasing fees

• RPT will appoint a new Managing Director for RGMZ reportingdirectly to RPT’s CEO

• RGMZ will have a separate Board from RPT comprised ofDirectors from RPT, GIC, Zimmer and Monarch

• Material decisions, including future acquisitions, will require theunanimous approval of the Board

Totals may not add due to rounding

N E W N E T L E A S E P L A T F O R M 3

Page 4: RPT New Net Lease Platform

F O R M A T I O N A C Q U I S I T I O N S F U L LY D E P L OY E D

Best-in-class, essential and high credit quality tenants

Targeted Tenant Mix Final Tenant MixInitial Tenant MixContinue to focus on an essential and high

credit quality tenant mix like wholesale clubs, dollar stores, grocers and QSRs

Diversified mix of essential and high credit quality tenants that provide a strong and

stable cash flow stream

RPT seeds RGMZ with $151 million of assets

Acquire ~$1+ billion of high-quality net lease retail properties

Option to retain, sell or IPO ~$1.2 to $1.3 billion portfolio1

RGMZ SNAPSHOT

>50% IG2

90% Essential2

19 Ground Leases

Focus on Essential and High Credit

Quality Tenants

Focus on Essential and High Credit

Quality Tenants

Managed by RPT

N E W N E T L E A S E P L A T F O R M 4

Page 5: RPT New Net Lease Platform

STRATEGIC RATIONALE

Page 6: RPT New Net Lease Platform

OUR THES IS

Why Net Lease Retail Today

• Stable, predictable and scalable business model

• Historically wide cap rate spread to Treasuries of over 500 basis points

Why RGMZ Makes Sense

Why RPT is Well Positioned

• Creation of a transformational new platform with a small investment of RPT’s existing rents

• Multiple strategic and financial benefits with limited impact on RPT’s portfolio, paving the path for future growth

• Right time with the right expertise to enter a market with ample external growth opportunities involving essential and high credit quality tenants

• Synergistic partnership with complementary net lease strategy that enables RPT to unlock value in mispriced multi-tenant assets

• Operational expertise and best-in-class partners allows RPT to capitalize on a wide spectrum of strategic and opportunistic acquisitions

N E W N E T L E A S E P L A T F O R M 6

Page 7: RPT New Net Lease Platform

WHY NET L EASE RETA I L TODAY

Leveraged net lease cash flows, combined with stable cap rates and near-record spreads toTreasuries has created an attractive investment opportunity.

Stability - One tenant, one credit, and visibility into unit-level four wall EBITDA make net lease a stable asset class

Predictability - Net lease structure requires minimal capital expense, management or brokerage fees or other expenses,making net lease a predictable asset class

Scalability - Low management and operational intensity allow landlords to scale with tenants, providing retailers withgrowth capital

Source: Real Capital Analytics, U.S. Department of Treasury, U.S. Census Bureau

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

4.0%4.5%5.0%5.5%6.0%6.5%7.0%7.5%8.0%8.5%9.0%

Q4 2006 Q4 2008 Q4 2010 Q4 2012 Q4 2014 Q4 2016 Q4 2018 Q4 2020

Single-tenant Cap Rates (%)

Single-Tenant Cap Rate (LHS) E-commerce % of Retail Sales (RHS)

0

100

200

300

400

500

600

700

Q4 2006 Q4 2008 Q4 2010 Q4 2012 Q4 2014 Q4 2016 Q4 2018 Q4 2020

Single-tenant Cap Rate Spread to 10-year Treasury

Single-Tenant Cap Rate Spread to 10-Yr Treasury (bps)

Stable cap rates in the face of retail disruption

Spreads near all-time highs

N E W N E T L E A S E P L A T F O R M 7

Page 8: RPT New Net Lease Platform

TRANSFORMAT IONAL PLATFORM…

Strategic benefits to RPT Accelerates growth via attractively priced capital

from Initial Portfolio sale Complementary net lease strategy enables RPT to

unlock value in mispriced multi-tenant assets andmispriced tenant credits

RPT’s operational expertise expands investmentuniverse versus traditional net lease models

Alignment with real estate thought leaders withglobal reach across multiple disciplines

Potential $1.2 to $1.3 billion platform1 with multiple benefits for RPT.

RPT94.1%

Financial benefits to RPT Enhanced returns through cap rate arbitrage OFFO/sh accretion upon deployment of future

committed capital Lower long-term capex and higher NOI growth

potential G&A efficiencies from potential 60% increase in

RPT’s assets under management and fee income

Potential $1.2-$1.3 billion platform1

RGMZ6%

RPT94% Initial

Portfolio13%

Potential Future Acquisitions

87%

% of ABR

6% investment of existing ABR

% of Asset Value

N E W N E T L E A S E P L A T F O R M 8

Page 9: RPT New Net Lease Platform

% of RPT’s 4Q20 ABR 100% 6% 94%

Top 40 MSAs(based on ABR) 96.4% 100.0% 96.2%

Small Shop Exposure 42.3% 40.7% 42.4%

Average ABR psf $15.41 $12.31 $15.66

3-Mile Household Income $102,706 $98,508 $102,970

3-Mile Population 77,167 76,573 77,204

RPT will make a 6% investment of ABR to seed RGMZ, with modest impacts on the portfolio.

RGMZ

…FOR A SMALL SEED INVESTMENT

Pro Forma

N E W N E T L E A S E P L A T F O R M 9

Page 10: RPT New Net Lease Platform

AL IGNED AND BEST- IN -CLASS PARTNERS

Operational, financial and investment expertise

Proven asset management and redevelopment expertise

Deep retailer relationships

Long-term value focus

RGMZGIC / Zimmer /

Monarch

• Substantial growth opportunity

• Strong return profile

• High-quality portfolio positioned for an evolving retail landscape

• Enhanced acquisition opportunity set relative to

traditional net lease buyers

Extensive real estate experience across all property types

Recognized public real estate market expertise

Strong opportunistic, credit and retailer capabilities

Long-term value focus

RPT

N E W N E T L E A S E P L A T F O R M 10

Page 11: RPT New Net Lease Platform

DIFFERENT IATED APPROACH TO NET L EASE INVEST ING

Platform and capital partners enable us to identify and invest in unique net lease opportunities.

Secondary Market Net Lease Opportunities

Acquisition of retail net lease assets in the secondary transaction market

Multi-Tenant / Single-Tenant Value Arbitrage

Essential and high credit quality net lease tenants embedded in strong multi-tenant centers

Direct Retailer Sale Leaseback Opportunities

Pursue direct sale leaseback opportunities with retailers

Traditional Net Lease with Upcoming Expirations

Ability to acquire shorter-term assets with a desirable mix of strong unit-level economics, corporate credit and real

estate fundamentals given operational expertise

N E W N E T L E A S E P L A T F O R M 11

Page 12: RPT New Net Lease Platform

UNLOCKING VALUE IN M ISPR ICED MULT I - T ENANT ASSETS

Single-Tenant Net Lease Assets

$50M

Multi-Tenant Center$50M

Multi-Tenant Center$100M

Illustrative example of potential transaction between RPT and RGMZ

RPT buys center

Differentiated strategies, complementary platforms.

Key Benefits to RPT:• Reduces capital required, increases

effective acquisition cap rate andlowers cost basis of retained portion

• Enhances growth profile with a lowerongoing capex load for the retainedmulti-tenant center

• Retains management of sold parcelsand tenant synergies

• Earns management fees, therebyreducing net G&A load

Key Benefits to RGMZ:• Access to essential and high credit

quality tenants in attractive marketswith strong demographics

• Benefits from traffic of multi-tenantopen-air centers

• Stable cash flow with strong tenancyallows for target leverage of 60-65%

• Enhanced acquisition opportunity setrelative to traditional net lease buyersdue to partnership with RPT

+/- 200 basis point cap rate spread

N E W N E T L E A S E P L A T F O R M 12

Page 13: RPT New Net Lease Platform

RPT has the operating expertise and the platform necessary for an evolving retail landscape.

WELL -POS I T IONED TO CAP I TAL I Z E ON D ISLOCAT IONS

Deep leasing, redevelopment and asset management experience

• Ability to acquire net lease assets with upcoming expirations at an attractive basis

• Increase competitiveness for multi-tenant shopping center acquisitions with a lower cost of capital through RGMZ

Direct relationships with retailers, shopping center / mall landlords and special servicers

• Multiple avenues to significantly grow assets under management:- New sale leaseback capital to support M&A, leveraged buy-out and

development opportunities for retailers- Subdivided units from shopping centers and malls- Value-add multi-tenant and single-tenant retail properties

Support from best-in-classpartners

• Validation of business through commitment of growth capital for strategic and opportunistic acquisitions

N E W N E T L E A S E P L A T F O R M 13

Page 14: RPT New Net Lease Platform

RPT GOING FORWARD

Page 15: RPT New Net Lease Platform

THREE -PRONGED EXTERNAL GROWTH STRATEGY

Three different strategies with tailored capital structures to drive scale and outsized growth.

RGMZR2G

RPT Ownership 100.0% 51.5% 6.4%1

Gross Assets $2.3 billion2 $244 million3 $151 million4

Property Type Multi-tenanted shopping centers

Grocery-anchored shopping centers

Single-tenant assets

Lease Type Average lease lengths with value-creation opportunities

Average lease lengths with core-stabilized characteristics

Long-term net leases

Tenancy Diversified, high-quality tenants with balanced mix of anchor and shop tenants

Grocery-anchored in top MSAs

Resilient, investment grade quality tenants

Leverage Profile Targeting 5.5x-6.5x net debt-to-EBITDA

Targeting no leverage Ability to operate at higher target leverage levels of 60-65%

Dry Powder for Acquisitions

$600 million in cash and undrawn committed credit facility5

$412 million undrawn equity commitments

$410 million undrawn equity commitments, representing ~$1.0 to $1.2 billion of assets6

(Balance Sheet) (Existing GIC Joint Venture) (New Net Lease Platform)

N E W N E T L E A S E P L A T F O R M 15

Page 16: RPT New Net Lease Platform

R2G$412

RGMZ$1,000

to$1,200

Total $1.4 to $1.6 billion

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

Joint Venture Dry Powder

PAVING OUR OWN PATH TO GROWTH

Revolver Capacity

$350

Cash$99

RGMZ$151

Total $600 million

RPT Dry Powder

Charlotte Richmond

Raleigh

Boston

Phoenix Orlando

Targ

etEx

pans

ion

Miami Tampa

Nashville ColumbusAustin

Minneapolis

$ in millions, unless otherwise noted

1

Three unique and complementary platforms that allow RPT to accelerate its external growthactivity amidst today’s attractive private market conditions.

2

3

Targeting 5.5-6.5x leverage

RPT’s wholly-owned target and expansion markets

N E W N E T L E A S E P L A T F O R M 16

Page 17: RPT New Net Lease Platform

KEY TAKEAWAYS

Transformational platform from a small seed investment

Differentiated net lease strategy utilizing our core competencies

Paving our own path to growth

Partnering with best-in-class investors

Unlocking value in mispriced multi-tenant assets

Complementary platforms to act upon retail dislocations

N E W N E T L E A S E P L A T F O R M 17

Page 18: RPT New Net Lease Platform

ADVISORS AND DEBT CAP I TAL PROVIDERS

N E W N E T L E A S E P L A T F O R M 18

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FOOTNOTES

Page 20: RPT New Net Lease Platform

FOOTNOTES

SLIDE 31) Includes RPT preferred investments, which are a component of Zimmer and Monarch’s equity commitments that will earn a fixed return of 7% and are

not a direct obligation of RGMZ.

SLIDE 41) For illustrative purposes only, assumes 60-65% leverage on $470 million of committed equity capital.

2) As a percent of annualized base rent.

SLIDE 81) For illustrative purposes only, assumes 60-65% leverage on $470 million of committed equity capital.

SLIDE 151) Reflects RPT’s equity ownership only and does not contemplate RPT’s preferred investment.

2) Reflects total assets of $2.0 billion plus accumulated depreciation of $0.4 billion as reported on the Company’s Condensed Consolidated BalanceSheet for the year ended December 31, 2020. Totals may not add due to rounding.

3) Value of five assets contributed to R2G as reported in our press release dated December 10, 2019.

4) Value of 42 Initial Portfolio assets contributed to RGMZ as reported in the Company’s press release dated March 3, 2021.

5) Reflects cash, cash equivalents and restricted cash and unused revolver capacity as of December 31, 2020 of $461 million adjusted for subsequent$100 million revolver paydown and $151 million of gross proceeds from the Initial Portfolio sale adjusted for RPT’s share of RGMZ investments of $13million. Totals may not add due to rounding.

6) For illustrative purposes only, assumes 60-65% leverage on $410 million of committed equity capital, excluding the Initial Portfolio.

SLIDE 161) $211 million of cash, cash equivalents and restricted cash as of December 31, 2020, adjusted for the subsequent $100 million revolver payoff and

$13 million for RPT’s share of RGMZ equity and preferred investments associated with the Initial Portfolio. Totals may not add due to rounding.

2) $250 million of unused revolver capacity as of December 31, 2020, adjusted for the subsequent $100 million revolver payoff.

3) For illustrative purposes only, assumes 60-65% leverage on $410 million of committed equity capital, excluding the Initial Portfolio.

N E W N E T L E A S E P L A T F O R M 20