Macerich Company (the) · NYSE:MAC

Macerich Company (the) — Proxy Contest (March 2015)

24 slides from Macerich Company (the)'s proxy contest presentation, Mar 17, 2015

  1. Slide 1: Macerich (NYSE: MAC) March 17, 2015

    (NYSE: MAC) an S&P 500 Company March 17, 2015

  2. Slide 2: Legal Disclaimer

    1 LEGAL DISCLAIMER This document contains information constituting forward-looking statements and includes expectations regarding the Company’s future operational results as well as development, redevelopment and expansion activities. Stockholders are cautioned that any such forward-looking statemen

  3. Slide 3: Macerich Rejects Simon's Unsolicited Proposal

    MACERICH MACERICH REJECTS SIMON’S UNSOLICITED PROPOSAL 2 The Macerich Company’s Board of Directors unanimously rejects the unsolicited, conditional proposal from Simon Property Group. Unsolicited, conditional proposal substantially undervalues Macerich and its prospects for continued growth Portfoli

  4. Slide 4: Irreplaceable portfolio, value creation, significant upside potential

    Irreplaceable portfolio Unparalleled, irreplaceable shopping mall portfolio Focused on most desired and highest barrier-to-entry, super zip code locations Macerich focused on value creation Strategy focused on development, redevelopment, management and densification of trophy assets Successfully dis

  5. Slide 5: High-Quality Trophy Assets

    Queens Center Queens, New York $1,088 Sales psf Washington Square Portland, Oregon $1,012 Sales psf The Village at Corte Madera Corte Madera, California $957 Sales psf The Shops at North Bridge Chicago, Illinois $870 Sales psf Biltmore Fashion Park Phoenix, Arizona $865 Sales psf Tysons Corner Cente

  6. Slide 6: 85% of NOI from Super Zip Codes

    85% OF NOI FROM SUPER ZIP CODES 5 IRREPLACEABLE PORTFOLIO Note: Macerich’s “Current NOI” represents 2014A NOI adjusted for the following transactions as if they had occurred on January 1, 2014: Acquisition of OTPPB subsidiary’s interest in Washington Square, Queens Center, Los Cerritos, Stonewood an

  7. Slide 7: Macerich Is a Pure Play High-End Mall REIT

    MACERICH IS A PURE PLAY HIGH-END MALL REIT 6 IRREPLACEABLE PORTFOLIO NOI breakdown by asset type NOI breakdown by geography Portfolio quality breakdown (% ‘A’ malls)(d) Development (as a % of total capitalization)(e) 92% of NOI comes from high quality mall portfolio comprised of 67% ‘A’ malls and ro

  8. Slide 8: Macerich Provides Transparency in Its Disclosure

    MACERICH PROVIDES TRANSPARENCY IN ITS DISCLOSURE 7 Simon’s limited disclosure clouds visibility into mall-only portfolio and doesn’t allow for a true comparison of mall segment performance. It is not possible to determine how much growth comes from its mall portfolio. MACERICH FOCUSED ON VALUE CREAT

  9. Slide 9: Macerich Is a Better Mall Operator on a Comparable Portfolio

    MACERICH IS A BETTER MALL OPERATOR WHEN LOOKING AT A COMPARABLE PORTFOLIO Comparable NOI growth Gross NOI margin(a) 8 MACERICH FOCUSED ON VALUE CREATION MAC and SPG formed a 50/50 JV entity and acquired a portfolio of 12 regional malls, of which each company managed six relatively comparable Mid-Wes

  10. Slide 10: Successful Capital Recycling and Redeployment Strategy

    SUCCESSFUL CAPITAL RECYCLING AND REDEPLOYMENT STRATEGY 9 MACERICH FOCUSED ON VALUE CREATION Recycling strategy and capital redeployment have positioned Macerich for continued shareholder value creation Sale of non-core assets $339 Sales psf Acquired high quality assets $709 Sales psf Develop, redeve

  11. Slide 11: Track Record of Historical Development Returns

    Fashion Outlets of Chicago Fashion Outlets of Niagara Tysons Tower Project Description Project Description Project Description 529,000 SF ground-up outlet-center development with tenant sales of $651 psf in its first year (the top two-thirds of tenants doing over $800 psf) 175,000 SF expansion of an

  12. Slide 12: Industry-Leading Three-Year Total Shareholder Returns

    INDUSTRY-LEADING THREE-YEAR TOTAL SHAREHOLDER RETURNS THROUGH 3/4/2015 Note: Represents three-year total shareholder returns through 3/4/2015, the day before Simon’s potential offer for Macerich was leaked in the Wall Street Journal. (a) Includes the WPG spin-off. Total shareholder returns reflects

  13. Slide 13: Strong Balance Sheet Positioned for Long-Term Growth

    STRONG BALANCE SHEET POSITIONED FOR LONG-TERM GROWTH 5.52% 5.74% 4.08% 3.39% 3.60% 3.94% 3.74% 4.24% 3.34% 4.10% 3.65% 3.49% AVG INTEREST RATE (a) Excludes unamortized debt premiums / (discounts). (b) The schedule reflects debt maturities as of December 31, 2014 adjusted as follows: Assumes the $34.

  14. Slide 14: Comparison of Macerich and Simon Recent Financing Activity

    COMPARISON OF MACERICH AND SIMON RECENT FINANCING ACTIVITY MACERICH FOCUSED ON VALUE CREATION 13 Macerich has access to attractive low-rate financing with long duration, allowing the Company to accretively finance growth initiatives on a non-recourse basis. (a) Reflects the difference in swap rates

  15. Slide 15: Planned Near-Term Financings

    Note: Represents near-term planned high impact financings in 1H-2015. (a) Estimated Rate on Refinanced Debt shown at estimated implied 5-year – 10-year duration range. (b) These refinancings are estimated. See the Company’s forward-looking statements disclosure on page 1 for factors that may affect

  16. Slide 16: Same Center NOI Growth Supports Long-Term Value Creation

    SAME CENTER NOI GROWTH SUPPORTS LONG-TERM VALUE CREATION Estimated Average Range CPI Increases (a) 2.00% - 2.50% Releasing Spreads (b) 1.20% - 1.75% Conversion of Temporary Space to Permanent 0.25% - 0.50% Expense Containment vs. Reimbursement Gains 0.25% - 0.50% Subtotal 3.70% - 5.25% Occupancy Gai

  17. Slide 17: Robust Development and Redevelopment

    Property Sales psf Exceed Estimated Completion Date (a) Stabilized Yield(a)(b)(c) Total Pro rata Project Cost(a)(c) Broadway Plaza Walnut Creek, CA $700 Q4 2015 - Q2 2017 9% $135 Green Acres Commons Valley Stream, NY N/A Q4 2016 10% 108 Los Cerritos Center Cerritos, CA $700 Q4 2015 8% 45 Santa Monic

  18. Slide 18: Potential Future Development Projects

    (a) There is no certainty that the Company will develop any or all of these potential projects. See the Company’s forward-looking statements disclosure on page 1 for factors that may affect the information provided in this table. This excludes GAAP allocations of non-cash and indirect costs. Stabili

  19. Slide 19: Total Portfolio Growth Driving Long-Term Value Creation

    TOTAL PORTFOLIO GROWTH DRIVING LONG-TERM VALUE CREATION 18 (a) (b) SIGNIFICANT UPSIDE POTENTIAL Macerich’s strategy has created multiple avenues for generating superior risk-adjusted returns over the next 5 years. (c) (d) ($ in millions) (a) Current NOI defined as 2014A property-level NOI adjusted f

  20. Slide 20: Analyst Commentary

    ANALYST COMMENTARY SIGNIFICANT UPSIDE POTENTIAL 19 The Street has embraced Macerich’s execution strategy. Note: Permission to use quotes not sought nor obtained. Source: Wall Street research “The work that management has done over the past five years to re-position Macerich to a very high end region

  21. Slide 21: Macerich Rejects Simon's Unsolicited Proposal

    MACERICH MACERICH REJECTS SIMON’S UNSOLICITED PROPOSAL 20 Macerich Company’s Board of Directors unanimously rejects the unsolicited, conditional proposal from Simon Property Group. Unsolicited, conditional proposal substantially undervalues Macerich and its prospects for continued growth Portfolio c

  22. Slide 22: Best-in-Class Mall Operator

    BEST-IN-CLASS MALL OPERATOR 21 MACERICH Focused on value creation Significant upside potential Irreplaceable portfolio

  23. Slide 23: Appendix

    Appendix 23 Tysons Corner Center, Tysons Corner, VA Strong metrics and growth outlook Fashion Outlets of Chicago, Rosemont, IL

  24. Slide 24: Strong Metrics and Growth Outlook

    STRONG METRICS AND GROWTH OUTLOOK 22 APPENDIX Simon Macerich Malls Non-malls Consolidated % ‘A’ malls(a) 67% - - 40% 3-year average releasing spread(b) 18% ? ? 15% 2014A sales psf $587 ? ? $619 2015E Same Center NOI growth 4.50% ? ? 4.00% Average cost of debt 3.48% - - 4.39% Cost of last financing –

Macerich — Proxy Contest (March 2015) on 6ix