The Rmr Group Inc. · NASDAQ:RMR
The Rmr — RMR Group — Merger or Acquisition (July 2023)
17 slides from The Rmr's merger presentation, Jul 31, 2023
Slide 1: The RMR Group to Acquire CARROLL Multifamily Platform
THE RMR GROUP TO ACQUIRE CARROLL MULTIFAMILY PLATFORM JULY 31, 2023
Slide 2: Warning Regarding Forward-Looking Statements and Disclaimers
2 WARNING REGARDING FORWARD-LOOKING STATEMENTS AND DISCLAIMERS This presentation includes forward-looking statements that are within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to subject to risks and uncertainties. These statements
Slide 3: Transaction Overview
3 TRANSACTION OVERVIEW • RMR to acquire 100% of the equity interests in CARROLL for $80 million in cash, subject to customary purchase price adjustments, with the potential for contingent earnout consideration up to $20 million based on the deployment of future capital. • Sellers to retain existing
Slide 4: Diversification, Growth & Scale, Value Creation
4 Diversification Growth & Scale Value Creation Expands the RMR platform by providing multifamily expertise across the Sunbelt markets via a leading vertically integrated operator. Provides for additional high quality institutional investor relationships through CARROLL’s existing partnerships. CARR
Slide 5: Acquisition Expands and Further Diversifies the RMR Platform
5 $29b $29b $8b $15b RMR Combined Perpetual Capital Private Capital ACQUISITION EXPANDS AND FURTHER DIVERSIFIES THE RMR PLATFORM Note: Based on AUM as of March 31, 2023. AUM by Source AUM by Sector ~$37b ~$44b +19% RMR Combined Multifamily 16% MOB, Life Science, Senior Housing 28% Hotels & Retail 33
Slide 6: Scaled Platform Positioned for Profitable Growth
6 AUM ~$37 billion ~$7 billion ~$44 billion Managed Properties ~2,100 ~80 ~2,180 Professionals ~600 ~700 ~1,300 Management and Advisory Fees $193 million $35 million to $40 million $228 million to $233 million Adjusted EBITDA $101 million $11 million to $13 million $112 million to $114 million Adjus
Slide 7: Acquisition Expected to Create Significant Value for RMR Shareholders
7 ACQUISITION EXPECTED TO CREATE SIGNIFICANT VALUE FOR RMR SHAREHOLDERS Unlocking Profitable Growth Opportunities Strong Industry Fundamentals Revenue and Margin Synergies = Expected to be Immediately Accretive at Closing RMR expects the CARROLL platform to deliver meaningful growth in the first ful
Slide 8: CARROLL Platform Overview
8 CARROLL PLATFORM OVERVIEW
Slide 9: CARROLL Overview
9 CARROLL OVERVIEW CARROLL is a vertically integrated platform focused on multifamily properties across the Sunbelt with a strong track record of generating attractive returns for investors. CARROLL’s highly scalable, profitable and asset light business generates sustainable recurring property level
Slide 10: Leading Vertically Integrated Platform
10 LEADING VERTICALLY INTEGRATED PLATFORM CARROLL utilizes its deep multifamily expertise to unlock value in assets across the Sunbelt markets. CARROLL’s vertically integrated platform provides in house capabilities designed to address all aspects of its multifamily assets. Its consumer focused bran
Slide 11: Diversified Portfolio with Presence in Key Growth Markets
11 Atlanta 20.8% Orlando 14.3% Fort Lauderdale 14.1% Tampa 12.7% Raleigh-Durham 11.6% West Palm/Boca Raton 6.8% Jacksonville 3.8% Florida Panhandle 3.8% Las Vegas 2.4% Charlotte 2.1% Other 7.6% DIVERSIFIED PORTFOLIO WITH PRESENCE IN KEY GROWTH MARKETS CARROLL manages a high quality portfolio of 81 m
Slide 12: High Quality Institutional Investor Base
12 HIGH QUALITY INSTITUTIONAL INVESTOR BASE CARROLL has built significant relationships with high quality global institutional partners that co-invest in both general partner funds and property level limited partner investments. CARROLL’s successful track record continues to attract repeat commitmen
Slide 13: Solid Recurring Fee Base with Potential Promote Fees Over Time
13 SOLID RECURRING FEE BASE WITH POTENTIAL PROMOTE FEES OVER TIME CARROLL’s acquisition growth has driven increasing recurring fee income, including property management fees, construction management fees, transaction fees and fund administration fees, while the successful execution of value add stra
Slide 14: Appendix – Market Fundamentals
14 APPENDIX – MARKET FUNDAMENTALS
Slide 15: Acquisition Capitalizes on Sunbelt Migration
15 2023E % of NOI 1.0% 2.1% 14.3% 0.9% 11.6% 3.8% 6.8% 1.0% 20.8% 2.4% 1.8% 12.7% 14.1% ACQUISITION CAPITALIZES ON SUNBELT MIGRATION CARROLL portfolio capitalizes on positive population migration trends targeting markets with strong population growth, diversified job prospects and an affordable cost
Slide 16: Multifamily: Highly Favorable Market Dynamics
16 MULTIFAMILY: HIGHLY FAVORABLE MARKET DYNAMICS A shortage of new housing, particularly since the Global Financial Crisis, combined with strong price appreciation and higher interest rates, has impeded would-be home buyers and increased demand for multifamily housing. $0 $100 $200 $300 $400 $500 $6
Slide 17: The RMR Group to Acquire CARROLL Multifamily Platform
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 THE RMR GROUP TO ACQUIRE CARROLL MULTIFAMILY PLATFORM JULY 31, 2023