Jones Lang Lasalle Incorporated · NYSE:JLL
Jones Lang Lasalle — Merger or Acquisition (March 2019)
19 slides from Jones Lang Lasalle's merger presentation, Mar 19, 2019
Slide 1: JLL to combine with HFF to create a global Capital Markets leader
JLL to combine with HFF to create a global Capital Markets leader Investor Call Presentation March 19, 2019
Slide 2: Disclaimer / Forward Looking Statements
DISCLAIMER / FORWARD LOOKING STATEMENTS This communication contains certain statements regarding intentions, beliefs and expectations or predictions for the future of Jones Lang LaSalle, Inc. (“JLL”) and HFF, Inc. (“HFF”), which are forward-looking statements as that term is defined in the Private S
Slide 3: Important Information
IMPORTANT INFORMATION Additional Information Regarding the Transaction and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of the prop
Slide 4: Today's conference call participants
Today’s conference call participants Christian Ulbrich Stephanie Plaines Global Chief Executive Officer Global Chief Financial Officer JLL JLL Richard Bloxam Jay Koster Global Chief Executive Officer, Group Head, Americas Capital Markets and Capital Markets Investor Services JLL JLL Grace Chang Mana
Slide 5: JLL's strategic vision – Thinking Beyond
JLL’s strategic vision – Thinking Beyond Clients Brand Digital People Values • Driving value as • Building our brand • Substantial multi- • Leading professional • Unwavering strategic partners beyond real estate year investment plan services / tech commitment to employer shared Values • Seamless glo
Slide 6: Alignment with our Beyond strategy
Alignment with our Beyond strategy 2025 Growth Targets Corporate Capital Local LaSalle Investment Solutions Markets Markets Management 10%+ Revenue 2x 7%+ Revenue 2x Revenue Revenue CAGR CAGR Partner Integrate Leverage market Fewer, strategically globally position simpler, bigger • Client centricity
Slide 7: Transaction overview
Transaction overview Jones Lang LaSalle, Inc. (“JLL”) (NYSE: JLL) and HFF, Inc. (“HFF”) (NYSE: HF) have entered into a definitive agreement for JLL to acquire all of the outstanding common shares of HFF Transaction − Total consideration of approximately $2bn details − Each HFF share will receive a
Slide 8: HFF: A leading Capital Markets platform
HFF: A leading Capital Markets platform HFF Capital Markets platform HFF business highlights(1) Full-service Capital Markets capabilities… $662mm Leading commercial real estate 2018 total revenue Debt placement advisor $100bn 2,587 in 2018 of transaction volume in 2018 total transactions … serving S
Slide 9: Merger creates best-in-class Capital Markets platform
Merger creates best-in-class Capital Markets platform Strengthens JLL’s market-leading Global Capital Markets platform - 2018 Pro-forma fee revenue of $1.8bn - Rapidly accelerates growth and scale for U.S. Capital Markets - Footprint highly complementary with JLL U.S. and Global platforms - Adds d
Slide 10: Overview of expected synergies
Overview of expected synergies Estimated Synergies: First 12 Expect to realize full run-rate synergies within 2-3 years: Run-rate months − Real estate / office consolidation and infrastructure cost reductions Cost − Reduce overlapping audit, compliance, legal and Board-related expenses $20 $40 syner
Slide 11: Transaction creates a compelling financial profile
Transaction creates a compelling financial profile JLL 2018 Pro-forma ($mm, based on 2018 actuals) Stand-alone w/Run-rate synergies(1) Consolidated $6,486 $7,225(2) 11% increase Fee revenue Capital Markets $1,093 $1,833(2) 68% increase Fee revenue Consolidated $953 $1,156 21% increase Adj. EBITDA 16
Slide 12: Pro-forma capitalization and balance sheet
Pro-forma capitalization and balance sheet Balance sheet implications Cash consideration expected to be funded through JLL’s existing credit As of 12/31/18 ($bn) JLL Pro-forma(1) facility Equity market capitalization(2) $7.4 $8.6 Post-transaction, JLL will have ample Net debt $0.3 $1.2 liquidity
Slide 13: Strong track record of successful, strategic M&A integration
Strong track record of successful, strategic M&A integration Strategy Select Acquisition Result Leading provider of debt financing to the multifamily housing sector Build a foundation for debt origination Expanded JLL’s Capital Markets platform and helped facilitate move business toward being a
Slide 14: Building transformative growth together
Building transformative growth together Significantly accelerates JLL Highly complementary business growth towards long-term 2025 fit with strong cultural alignment Beyond targets Ability to meet broader client Rapidly scale JLL Capital Markets needs with access to JLL’s business in the U.S.
Slide 15: Appendix
Appendix
Slide 16: Reconciliation of reported metrics
Reconciliation of reported metrics • There are key differences in non-GAAP JLL HFF reporting between JLL and HFF; go- ($mm) 2018A 2018A forward company will conform to JLL’s Fee revenue $6,486 $662(1) existing methodology • Adjusted EBITDA - HFF excludes non- Adjusted EBITDA (HFF methodology) n/a 16
Slide 17: Non-GAAP measures for JLL
Non-GAAP measures for JLL Management uses certain non-GAAP financial measures to develop budgets and forecasts, measure and reward performance against those budgets and forecasts, and enhance comparability to prior periods. These measures are believed to be useful to investors and other external sta
Slide 18: Reconciliation of Non-GAAP measures for JLL
Reconciliation of Non-GAAP measures for JLL . Year Ended Year Ended Year Ended ($ in millions) December 31, ($ in millions) ($ in millions except per share data) December 31, December 31, 2018 2018 2018 GAAP net income attributable to common $ 484.1 Revenue $ 16,318.4 shareholders GAAP net income at
Slide 19: Copyright notice
© 2019 JLL IP, Inc. All rights reserved. No part of this publication may be reproduced by any means, whether graphically, electronically, mechanically or otherwise howsoever, including without limitation photocopying and recording on magnetic tape, or included in any information store and/or retriev
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