Smartcentres Real Estate Investment Trust · TSX:SRU.UN
Smartcentres Real Estate Investment Trust — Calloway Real Estate Investment Trust (SmartREIT) — Merger or Acquisition (April 2015)
15 slides from Smartcentres Real Estate Investment Trust's merger presentation, Apr 16, 2015
Slide 1: Transforming into a leading, fully-integrated REIT
Transforming into a leading, fully-integrated REIT with best-in-class capabilities Investor Presentation Conference Call April 16, 2015 A final base shelf prospectus containing important information relating to the securities described in this investor presentation has been filed with the securities
Slide 2: Notice to Reader
Notice to Reader Forward-looking information This investor presentation may contain forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potentia
Slide 3: Reinforcing our role as one of Canada's leading retail REITs
Reinforcing our role as one of Canada’s leading retail REITs 27.3M 99% Current Square Feet of GLA* Occupancy State As of December 31, 2014 7 Billion 128 Total Assets Retail Centres *Gross leasable area 2
Slide 4: Transformational $1.2 billion acquisition
Transformational $1.2 billion acquisition Interests in 24 Properties Development Platform • 22 shopping centres • Best-in-class retail real estate capabilities in development, construction, leasing, legal, • 20 open format Walmart anchored or shadow engineering, architectural and real estate finance
Slide 5: Transaction Highlights
Transformational SmartCentres acquisition positions Calloway for growth Transaction Highlights Opportunity to acquire a large, high quality 1. portfolio of real estate 2. Creates a fully-integrated real estate platform 3. Provides enhanced growth opportunities 4. Accretive to FFO* per unit and AFFO*
Slide 6: Calloway will benefit from several key pillars of the proposed transaction
Calloway will benefit from several key pillars of the proposed transaction Strategic Rationale • 3.6 million square feet of leased GLA • 20 Walmart anchored or shadow anchored sites (16 anchored, 4 shadow anchored) • 1 grocery anchored shopping centre Real Estate • 25% interest in Montreal Premium O
Slide 7: Transformation of Calloway into SmartREIT
Transformation of Calloway into SmartREIT 1 Calloway Today SmartREIT 27.3M square feet of GLA 31.0M square feet of GLA 128 properties 149 properties 99% occupancy Approximately 99% occupancy Weighted average lease term 6.8 years Weighted average lease term 7.5 years 2.7M square fee
Slide 8: Financing of proposed transaction
Financing of proposed transaction • Purchase price within formal valuation range • Approximately $644 million of assumed debt at a weighted average interest rate of 2.6% • Issuance of $180 million in Class B LP units of Calloway subsidiary partnerships to certain vendors, exchangeable for REIT units
Slide 9: Next steps
Next steps • April 27 bought-deal financing closes • May 26 Calloway annual general and special meeting and unitholder vote on the Proposed Transaction • May 27 Proposed Transaction closing and rebranding of Calloway to SmartREIT 8
Slide 10: Appendix
Appendix 9
Slide 11: Acquisition involves a large, high quality real estate portfolio
Acquisition involves a large, high quality real estate portfolio Acquisition Properties % Calloway GLA at Share Shopping Centres Prov. Acquired (SF 000s) Occ. Major Tenants 1 Future In Place Development Earnout Total Alliston SmartCentre ON 100% 171 165 --- 336 100% Walmart Supercentre, Dollarama, T
Slide 12: Acquisition properties have high quality, national tenants
Acquisition properties have high quality, national tenants The following table illustrates the top ten tenants for the Acquisition Properties as at March 31, 2015, in terms of their percentage contribution to gross rental revenues of the Acquisition Properties: Tenant % of Gross Rental Revenues 47.7
Slide 13: Well tenanted, high quality portfolio consistent with our existing business
Well tenanted, high quality portfolio consistent with our existing business The following table illustrates, on a pro forma basis after giving effect to the Acquisition, the top ten tenants for Calloway’s Property Portfolio as at March 31, 2015, in terms of their percentage contribution to gross ren
Slide 14: Governance Rights and Non-Compete Agreement
Governance Rights and Non-Compete Agreement Reflective of Mitchell Goldhar’s significant ownership position and his ongoing relationship with the REIT, certain governance rights of Mitchell Goldhar and related entities (“MG Entities”) have been amended and extended, and he has entered into a non-com
Slide 15: Disclaimer
Disclaimer No securities regulatory authority has expressed an opinion about the subscription receipts and units of Calloway described in this investor presentation and it is an offence to claim otherwise. The subscription receipts and units of Calloway described in this investor presentation have n
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