Jernigan Capital — Merger or Acquisition (December 2019)
10 slides from Jernigan Capital's merger presentation, Dec 17, 2019
Slide 1: Internalization Presentation December 16, 2019
Internalization Presentation Internalization Presentation December 16, 2019
Slide 2: Safe Harbor Disclosure Regarding Forward Information
Internalization Presentation Safe Harbor Disclosure Regarding Forward Information 2 This presentation includes "forward - looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Sect ion 21E of the Securities Exchange Act of 1934 and other federal securities laws. Suc
Slide 3: Transaction Overview
Internalization Presentation ▪ 100% payable in OpCo Units ▪ No cash payable to Advisor or its owners ▪ OpCo Units are subject to a one - year lock - up from the date of issuance ▪ After initial lock - up, holders of OpCo Units may transfer/sell no more than 145,000 shares per quarter, without approv
Slide 4: Performance Based Earn Out, Accretion and Elimination of Conflicts of Interest
Internalization Presentation ▪ Performance based earn - out aligns management with stockholders ▪ Supports management’s expectation to achieve future value above $25 per share Performance Based Earn Out Accretion ▪ Immediately accretive on a per share basis to Net Income to Common Shareholders, Adju
Slide 5: Immediate Estimated Material Earnings Accretion On an Absolute Dollar & Per Share Basis
Internalization Presentation Immediate Estimated Material Earnings Accretion On an Absolute Dollar & Per Share Basis 5 ▪ Substantial annual G&A net savings expected ▪ $7.1 million savings based on expected fourth quarter 2019 annualized run - rate (excluding incentive fees) ▪ $ 17.8 million based on
Slide 6: Post Internalization G&A Run Rate Favorable to Storage Peers in 2020; Attractive Payback Period
Internalization Presentation Post Internalization G&A Run Rate Favorable to Storage Peers in 2020; Attractive Payback Period 6 ▪ G&A run rate expected to be favorable to peer G&A averages ▪ G&A run rate expected to be 1.04% of projected 12/31/20 total assets 7 ▪ G&A favorable as a percent of total a
Slide 7: Contemporaneous Dividend Adjustment Furthers Transformation to Equity REIT
Internalization Presentation Contemporaneous Dividend Adjustment Furthers Transformation to Equity REIT 7 As previously communicated during 2019 , management and the Company’s Board of Directors have evaluated the Company’s investment, leverage and dividend policies . Based on this analysis and givi
Slide 8: Delivering on Stated Expectations to Successfully Transform JCAP's Business
Internalization Presentation Delivering on Stated Expectations to Successfully Transform JCAP’s Business Since the Company’s IPO in 2015, all facets of stated business plan have been executed in line with or ahead of expectations 8 JCAP at IPO JCAP Post - Internalization Externally advised managemen
Slide 9: End Notes
Internalization Presentation End Notes 9 1 As of market close 12/16/2019 2 Adjusted Earnings is a non - GAAP measure and is defined as net income attributable to common stockholders plus stock dividends to preferred stockholders, stock - based compensation expense, depreciation and amortization on r
Slide 10: Other Disclosures and Additional Information
Internalization Presentation Other Disclosures and Additional Information 10 Internalization Transaction Advisors • Special Committee Financial Advisor: HFF Securities L.P., a JLL Company • Legal Advisor to Special Committee: Hunton Andrew Kurth LLP • Special Committee Compensation Advisor: FPL Asso
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