Site Centers Corp. · NYSE:SITC
Site Centers — Merger or Acquisition (November 2023)
42 slides from Site Centers's merger presentation, Nov 1, 2023
Slide 1: SITE Centers Spin-Off of Curbline Properties
Exhibit 99.2 SITE CENTERS SPIN-OFF OF CURBLINE PROPERTIES: SITE CENTERS’ CONVENIENCE PORTFOLIO OCTOBER 2023
Slide 2: Safe Harbor Statement
SAFE HARBOR STATEMENT The Company considers portions of the information in this presentation to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expecta
Slide 3: Transaction Overview
TRANSACTION OVERVIEW Unlocking a Unique Scalable Investment Opportunity Focused Growth Vehicle Intended Maximize and Realize NAV Through to Scale Fragmented Property Type Operations and Asset Sales • Spin-off unlocks the first and only public REIT exclusively focused • SITE Centers intends to maximi
Slide 4: Transaction Overview: Key Operating Metrics
TRANSACTION OVERVIEW: KEY OPERATING METRICS The Spin separates the Company’s Convenience strategy from SITE Centers, providing investors two distinct growth and investment strategies. 3Q2023 Property Count (including JVs) 61 83 1 Annualized Adjusted NOI ($m) $70.2 $313.1 ABR PSF $35.32 $17.82 Leased
Slide 5: Transaction Overview: Estimated Timeline & Cash Flows
TRANSACTION OVERVIEW: ESTIMATED TIMELINE & CASH FLOWS Public Announcement Est. at Least $0.10 Per Share Spin Special Dividend Complete Est. Spin Completion Form 10 Submission & Review. Pre-Spin Reinvestment Period. Window OCT NOV-DEC JAN-SEP OCT - DEC JAN 2023 2024 2025 SOURCES USES (4Q23 – 4Q24) (4
Slide 6: Transaction Overview: Pro Forma Balance Sheets
TRANSACTION OVERVIEW: PRO FORMA BALANCE SHEETS Pro forma for the Spin, SITE Centers is expected to have no unsecured debt outstanding and CURB is expected to be in a net cash position with no debt • Debt paydown expected to be funded by dispositions and $1.2b of mortgage proceeds • $1.1 b cross-coll
Slide 7: Curbline Properties (CURB)
CURBLINE PROPERTIES (CURB) 7
Slide 8: A Uniquely Positioned Company
CURBLINE PROPERTIES: A UNIQUELY POSITIONED COMPANY Unmatched Balance Sheet Capacity Limited Operating First Mover Advantage in Capital Needs a Fragmented Market COMPONENTS OF GROWTH Innovative Scalable Investment Management Team Opportunity Set Highly Diversified Portfolio Attractive Leasing by Tena
Slide 9: Portfolio Overview
CURBLINE PROPERTIES: PORTFOLIO OVERVIEW The Curbline Portfolio is a 2m SF portfolio of unanchored Convenience real estate concentrated in the top U.S. sub-markets and was screened and curated based on demographics, credit profile, mark-to-market and NOI growth $ 2.1m 35.32 96.2% SQUARE FEET RENT PSF
Slide 10: Differentiated From Public Peers
CURBLINE PROPERTIES: DIFFERENTIATED FROM PUBLIC PEERS SHOPS AS A % OF ABR AVERAGE ASSET SIZE (SF) TOP 10 TENANT CONCENTRATION 91% 34k sf 14.6% 100% 250 35% 90% 30% 80% 200 25% 70% 60% 150 20% 50% 15% 40% 100 30% 10% 20% 50 5% 10% 0% 0 0% CURB ROIC REG PECO KIM KRG FRT BRX RPT UE CURB PECO ROIC REG K
Slide 11: Diversified Geographic Exposure
CURBLINE PROPERTIES: DIVERSIFIED GEOGRAPHIC EXPOSURE The Curbline portfolio is well diversified across the largest MSAs and affluent sub-markets in the United States benefiting from strong population and employment growth along with significant barriers to entry THE CURBLINE PORTFOLIO % OF ABR PER R
Slide 12: Key Convenience Sector Attributes
CURBLINE PROPERTIES KEY CONVENIENCE SECTOR ATTRIBUTES SCALABLE Convenience assets are among the most liquid retail real estate sector with $8b of properties trading on an annual basis and over 68,000 properties nationwide providing an opportunity to scale a portfolio in the top sub-markets of ATTRAC
Slide 13: Convenience: Excellent Access, Visibility and Dedicated Parking
CURBLINE PROPERTIES CONVENIENCE: EXCELLENT ACCESS, VISIBILITY AND DEDICATED PARKING Real estate located on the curbline caters to daily, largely necessity-based convenience trips from the growing suburban population of the United States. Convenience assets offer excellent access and visibility, dedi
Slide 14: Convenience: Data Case Study - Shoppes of Crabapple
CURBLINE PROPERTIES CONVENIENCE: DATA CASE STUDY - SHOPPES OF CRABAPPLE ALPHARETTA, GEORGIA DEMOGRAPHICS $ 175k 152k DRIVE-THRU AVG. HHI POPULATION ACTUAL TRADE AREA CRABAPPLE RD 17k vpd 3 MILE ARNOLD MILL RD 22k vpd PRIMARY SECONDARY 53% 5% 5% 7% Note: Avg. HHI weighted based on Actual Trade Area d
Slide 15: Convenience: Data Case Study - What Our Data Proves
CURBLINE PROPERTIES CONVENIENCE: DATA CASE STUDY - SHOPPES OF CRABAPPLE ALPHARETTA, GEORGIA WHAT OUR DATA PROVES Shoppes of Crabapple is positioned to attract customer demand with superior access, visibility and parking. In fact, Convenience centers like Shoppes of Crabapple achieve 3.5x more custom
Slide 16: Convenience: Significant Depth and Breadth of Demand for Space
CURBLINE PROPERTIES CONVENIENCE: SIGNIFICANT DEPTH AND BREADTH OF DEMAND FOR SPACE Curbline’s access, visibility and standardized unit size attracts a diverse group of primarily national, credit tenants with significant volume with public QSR operators, banks, medical and other service users NEW LEA
Slide 17: Convenience: Supply Demand Imbalance
CURBLINE PROPERTIES CONVENIENCE: SUPPLY DEMAND IMBALANCE The CURB portfolio leased rate has averaged 96.3% over the last 7 years highlighting the portfolio and property type’s supply and demand imbalance CURB PORTFOLIO LEASED RATE VS. PEER SHOP LEASED RATE 100% 98% 96.3% 96% 7 YEAR AVG. 94% 92% 88.1
Slide 18: Convenience: Compelling Lease Economics
CURBLINE PROPERTIES CONVENIENCE: TRAFFIC, ACCESS & DEMAND DRIVE COMPELLING LEASE ECONOMICS CURB portfolio has generated compelling leasing economics in excess of the open-air retail industry driven by Convenience property type tailwinds and the strength of Curbline’s sub-markets. Key metrics include
Slide 19: Scalable Investment: Significant Total Addressable Market
CURBLINE PROPERTIES SCALABLE INVESTMENT: SIGNIFICANT TOTAL ADDRESSABLE MARKET Convenience Assets Represent Sizable Portion of Total U.S. Retail GLA • Convenience real estate accounts for 60% of total shopping centers by count and almost 13% by GLA • CURB’s portfolio represents just 0.2% of total add
Slide 20: Scalable Investment: Elevated Transaction Volume & Opportunity Set
CURBLINE PROPERTIES SCALABLE INVESTMENT: ELEVATED TRANSACTION VOLUME & OPPORTUNITY SET Over $40B of convenience properties were sold in 2018 - 2022 providing a broad investment opportunity set 2018-2022 CUMUL ATIVE TRANSACTION VOLUME ($) $50 $ 42 $ 40 $ 38 $40 $ 37 $ 34 $30 $20 $ 14 $10 $0 REGIONAL
Slide 21: Scalable Investment: Limited Public Market Competition
CURBLINE PROPERTIES SCALABLE INVESTMENT: LIMITED PUBLIC MARKET COMPETITION 90% of Convenience assets were acquired by Transaction volume is concentrated in the largest private buyers providing a unique opportunity for MSAs with compelling sub-market demographics a public vehicle to scale and differe
Slide 22: Scalable Investment: Curbline Growth Opportunity
CURBLINE PROPERTIES SCALABLE INVESTMENT: CURBLINE GROWTH OPPORTUNITY CURB’s projected balance sheet -- no debt, $200m of cash on hand, a $300m preferred investment in SITE Centers – and retained cash flow expected to drive significant capacity to capitalize on opportunities and scale CURBLINE INVEST
Slide 23: Attractive Economics: Renewals Focus Reduces Downtime
CURBLINE PROPERTIES ATTRACTIVE ECONOMICS: RENEWALS FOCUS REDUCES DOWNTIME WHILE CAPTURING MTM The unanchored business has attractive economic returns driven by the sector’s standard lease structures, high retention rates and limited CapEx requirements • Lease structures drive above-average occupancy
Slide 24: Attractive Economics: Standardized Site Plan and Unit Sizes
CURBLINE PROPERTIES ATTRACTIVE ECONOMICS: STANDARDIZED SITE PLAN AND UNIT SIZES The standardized site plan and unit sizes of unanchored properties require limited operating capital expenditures to backfill vacancies (7% average as % of NOI from 2020 to 3Q2023) generating substantial free cash flow o
Slide 25: Attractive Economics: Diversified National Tenant Exposure
CURBLINE PROPERTIES ATTRACTIVE ECONOMICS: DIVERSIFIED NATIONAL TENANT EXPOSURE REDUCES TURNOVER RANK TENANT % OF GLA % OF ABR The CURB portfolio is populated by a well-diversified 1 STARBUCKS 1.5% 2.3% roster of tenants concentrated in national, credit 2 DARDEN 2.2% 2.0% 3 JPMORGAN CHASE 1.0% 1.4% t
Slide 26: SITE Centers (SITC)
[s|1 TIE SITE CENTERS (SITC)
Slide 27: Pro Forma SITE Centers: Curated Shopping Center Portfolio
PRO FORMA SITE CENTERS: CURATED SHOPPING CENTER PORTFOLIO 1 OF SHOPPING CENTERS NATIONALLY 114k 121 53 WO/JV ASSETS WO/JV ASSETS SOLD SINCE 3Q18 ACQUIRED SINCE 3Q18 AVG HHI P OP U L A T I ON 88th 79th P ER C EN T I L E P ER C EN T I L E 70 $ 109k 118k SITC PORTFOLIO WHOLLY-OWNED SHOPPING CENTERS SIT
Slide 28: Pro Forma SITE Centers: Portfolio Overview
PRO FORMA SITE CENTERS: P O RT F OLIO OVERVIEW SITE CENTERS’ CURATED PORTFOLIO IS GEOGRAPHICALLY DIVERSIFIED WITH SIGNIFICANT DISCOUNT AND GROCER EXPOSURE GROCERY-ANCHORED GEOGRAPHIC NATIONAL TENANT ASSETS ACCOUNT FOR ALMOST DIVERSIFICATION CONCENTRATION 70% OF SITE PORTFOLIO 7% 3% 17 % 3% 3 1% 2% 2
Slide 29: Pro Forma SITE Centers: Concentrated in High Income Growth Markets
PRO FORMA SITE CENTERS: CONCENTRATED IN HIGH INCOME GROWTH MARKETS CONCENTRATED IN AFFLUENT SUBURBAN COMMUNITIES IN TOP U.S. GROWTH MARKETS $ 109k BOSTON 7% AVG HHI 8% CHICAGO PRINCETON/TRENTON 6% 4% COLUMBUS DENVER 6% 118k P OP U L A T I ON LOS ANGELES 5% CHARLOTTE 6% PHOENIX 4% ATLANTA 7% SAN ANTO
Slide 30: Pro Forma SITE Centers: SNO Pipeline Expected to Drive NOI Growth
PRO FORMA SITE CENTERS: SNO PIPELINE EXPECTED TO DRIVE FUTURE NOI GROWTH $14M SNO pipeline represents 4.5% of ABR • National tenants represent 94% of the SNO pipeline as of 3Q23 (40% publicly traded) ® SITE CENTERS LEASED AND COMMENCED RATE 2023+ SNO COMMENCEMENT SCHEDULE (ABR) 99% 18 16 97% $ 14.4m
Slide 31: Pro Forma SITE Centers: Select Asset Overview
PRO FORMA SITE CENTERS: SELECT ASSET OVERVIEW CURATED PORTFOLIO OF ASSETS CONCENTRATED IN TOP SUBMARKETS CARILLON EAST HANOVER FAIRFAX NASSAU PARK PROMENADE WHOLE FOODS PLACE PLAZA TOWNE CENTER PAVILION AT BRENTWOOD AT BAY PLACE NAPLES NEW YORK WASHINGTON, DC PRINCETON ST. LOUIS SAN FRANCISCO MSA MS
Slide 32: Pro Forma SITE Centers: Elevated Anchor Demand Driving Growth
PRO FORMA SITE CENTERS: ELEVATED ANCHOR DEMAND DRIVING GROWTH SITE CENTERS HAS SIGNED 85 ANCHORS, INCLUDING 49 UNIQUE CONCEPTS, SINCE 1Q2020 CONCENTRATED IN PUBLIC, NATIONAL CREDIT TENANTS OT H E R 80% NEW CONCEPT 20% New Concept Anchor Leases by ABR OT H E R 25% D I S C O U NT E R 26% New Anchor Ty
Slide 33: Pro Forma SITE Centers: Leverage to Significantly Decline
PRO FORMA SITE CENTERS: LEVERAGE TO SIGNIFICANTLY DECLINE WITH DISPOSITIONS 1 CONSOLIDATED MATURITY SCHEDULE ($M) SITE’s leverage expected to significantly 1,000 decline to approximately less than 4.0x in 4Q2023 from 5.1x in 3Q2023 due to 800 dispositions: • SITE bond covenants also expected to impr
Slide 34: 2H2023 Disposition Overview
2H2023 DISPOSITION OVERVIEW SITC Management has a strong track record of value realization with $6.9B (at 100%) of assets sold in 2017-2023 YTD in addition to: • Monetization of all 50 Retail Value Inc. assets for $2.0B including 12 properties in Puerto Rico • Strategic unwind of JV portfolios inclu
Slide 35: Appendix
APPENDIX 35
Slide 36: Curbline Properties: Convenience Parcel Separation Project
STOP STOP 400 CHASE 5,000 SF STOP STOP STOP STOP STOP PYLON 38.5' 38.5' 29.8' 24.5' 43.8' U-201 UNOWNED UNOWNED U-203 PYLON OFFICE CENTERS SITE PYLON 90' 296' 386' NORTH / SOUTH RD PYLON PYLON PYLON BEECH AVE U-704 PYLON PYLON YALE AVE 15 19 19 17 21 19 19 24 24 21 15 35 27 149.5' 99.5' SOUTH BLVD C
Slide 37: Property List
CURBLINE PROPERTY LIST PROPERTY MSA CITY STATE GLA ABR PSF Chandler Center Phoenix-Mesa-Scottsdale, AZ Chandler AZ 7k $42.45 Shops at Power and Baseline Phoenix-Mesa-Scottsdale, AZ Mesa AZ 4k $56.22 Deer Valley Plaza Phoenix-Mesa-Scottsdale, AZ Phoenix AZ 38k $29.69 Paradise Village Plaza Phoenix-Me
Slide 38: Property List (Continued)
CURBLINE PROPERTY LIST (CONTINUED ) PROPERTY MSA CITY STATE GLA ABR PSF Shops at Lake Brandon Tampa-St. Petersburg-Clearwater, FL Brandon FL 12k $39.72 The Shoppes of Boot Ranch Tampa-St. Petersburg-Clearwater, FL Palm Harbor FL 52k $28.70 Southtown Center Tampa-St. Petersburg-Clearwater, FL Tampa F
Slide 39: Property List (Continued)
CURBLINE PROPERTY LIST (CONTINUED ) PROPERTY MSA CITY STATE GLA ABR PSF Boulevard Marketplace Washington-Arlington-Alexandria, DC-VA-MD-WV Fairfax VA 19k $41.48 Fairfax Marketplace Washington-Arlington-Alexandria, DC-VA-MD-WV Fairfax VA 19k $58.93 Fairfax Pointe Washington-Arlington-Alexandria, DC-V
Slide 40: Non-GAAP Financial Measures and Other Operational Metrics - Definitions
NON-GAAP FINANCIAL MEASURES AND OTHER OPERATIONAL METRICS - DEFINITIONS NOI and Annualized Adjusted NOI The Company calculates net operating income (“NOI”), as a supplemental property performance measure. The Company believes NOI provides useful information to investors regarding the Company’s finan
Slide 41: Non-GAAP Financial Measures and Other Operational Metrics - Definitions (Continued)
NON-GAAP FINANCIAL MEASURES AND OTHER OPERATIONAL METRICS - DEFINITIONS (CONTINUED ) Cash Lease Spreads Cash Leasing Spreads are calculated by comparing the prior tenant’s annual base rent in the final year of the prior lease to the executed tenant’s annual base rent in the first year of the execute
Slide 42: Reconciliation: Debt/Adjusted EBITDA
RECONCILIATION: DEBT/ADJUSTED EBITDA TTM September 30, 2023 TTM September 30, 2023 Consolidated Pro Rata Including JVs Consolidated Net Income to SITE $97,477 EBTIDAre 348,553 Interest Expense 82,377 Tax Expense 764 Adjusted EBITDA 361,190 Depreciation and Amortization 216,079 Consolidated Debt - Av