Macerich Company (the) · NYSE:MAC
Macerich Company (the) — Merger or Acquisition (March 2015)
21 slides from Macerich Company (the)'s merger presentation, Mar 10, 2015
Slide 1: Important Considerations Regarding Simon Proposal to Macerich
IMPORTANT CONSIDERATIONS REGARDING SIMON PROPOSAL TO MACERICH MARCH 10, 2015
Slide 2: A Compelling Proposal
A COMPELLING PROPOSAL 2 Transaction Premium Recent Private Market Asset Sale Transactions Asset / Portfolio Transaction Closing Date Sales PSF (est.) Cap Rate (est.) Ala Moana Center (8) March 2015 $1,350+ 3.9% Jersey Gardens (9) January 2015 $788 4.8% Ontario Teachers’ (Macerich) (10) November 2014
Slide 3: Wall Street Is Supportive of a Transaction
WALL STREET IS SUPPORTIVE OF A TRANSACTION 3 ____________________ Source: Wall Street Research. “We think a transaction makes sense.” – Citi (March 9, 2015) “At $91/sh, the implied cap rate that Simon is willing to pay is around 4.3%. Assuming that the cap rates we ascribe to ‘A’ malls are appropria
Slide 4: Simon's Differentiating Factors
SIMON'S DIFFERENTIATING FACTORS 4 One of only 3 retail real estate companies with an A or better credit rating Low cost of capital enhanced by unparalleled access to a variety of funding sources Extensive capital liquidity and flexibility Deep pool of attractive unencumbered assets Largest REIT in t
Slide 5: Key Summary Comparison
KEY SUMMARY COMPARISON 5 Simon is widely recognized for its high quality portfolio, fortress balance sheet and ‘best-in-class’ management and operating platform which have led to sector-leading shareholder returns ____________________ Source: Company filings. Based on closing prices per share as of
Slide 6: Property Operating Metrics
PROPERTY OPERATING METRICS 6 Comparable NOI Growth (1) Sales PSF (2) Occupancy (3) Simon Macerich Simon's operating expertise and platform have allowed it to regularly outperform Macerich in key operating metrics ____________________ Source: FactSet and SNL Financial. Note: Simon’s 2013 and 2014 fig
Slide 7: Operating Efficiency
OPERATING EFFICIENCY 7 TOTAL OVERHEAD COSTS AS % OF TOTAL REVENUES (AT SHARE) TOTAL ENTERPRISE VALUE (1) EBITDA MARGINS (2) Simon's scale and ‘best-in-class’ platform facilitate a very high level of operational efficiency ____________________ Source: Company filings. Note: Balance sheet items utiliz
Slide 8: Balance Sheet
BALANCE SHEET 8 Simon provides shareholders with a strong, investment grade balance sheet and broad access to capital to pursue accretive investments ____________________ Source: Company filings and FactSet. Note: Based on company filings for the period ending December 31, 2014. All figures presente
Slide 9: Total Shareholder Returns
TOTAL SHAREHOLDER RETURNS 9 TRAILING 5 YEARS TRAILING 10 YEARS SINCE IPO TRAILING 1 YEAR December 13, 1993 March 9, 1994 PRE-ANNOUNCEMENT (1) JANUARY 1, 2014 – NOVEMBER 18, 2014 Over a variety of time periods, Simon has consistently generated attractive total returns for its shareholders ___________
Slide 10: Funds From Operations Per Share (As Reported)
FUNDS FROM OPERATIONS PER SHARE (AS REPORTED) 10 ____________________ Source: Company filings and FactSet. Note: Reflects each company’s FFO per share as reported. Simon's 2014 FFO per share as reported excludes FFO from Washington Prime Group subsequent to the effective date of the spin-off. Compar
Slide 11: FFO Per Share Reporting Track Record (As Reported)
FFO PER SHARE REPORTING TRACK RECORD (AS REPORTED) 11 Simon (1) Macerich Consensus FFO per Share Estimates Beat Meet Miss Reported FFO per Share (vs. Consensus) Simon has met or beat consensus estimates 34 of the last 36 quarters (94.4%) Macerich has missed consensus estimates 20 of the last 36 quar
Slide 12: Important Reporting Differences
IMPORTANT REPORTING DIFFERENCES 12 Excludes only areas of the center directly impacted by redevelopment activity – balance of the center remains in statistics Same Center NOI Growth Average Base Minimum Rent and Re-Leasing Spreads Sales Per Square Foot Reported Debt Reported Comparable NOI excludes
Slide 13: Return on Book Equity (As Reported)
RETURN ON BOOK EQUITY (AS REPORTED) 13 Simon (1) Macerich Simon has consistently generated attractive earnings growth while prudently managing its equity base ____________________ Source: Company filings. Note: Return on book equity calculated as aggregate FFO as reported for the respective period d
Slide 14: Common Dividend Per Share
COMMON DIVIDEND PER SHARE 14 Simon (1) Macerich ____________________ Source: Company filings. Excludes the special distribution to Simon shareholders of Washington Prime Group stock in connection with its spin-off from Simon. Includes a $0.20 per share special dividend paid during 4Q11. For purposes
Slide 15: Simon's Ground-Up Development Track Record
SIMON'S GROUND-UP DEVELOPMENT TRACK RECORD 15 ____________________ Note: Dollars in millions. Date opened reflects opening of the first phase for multi-phase projects. Amount invested reflects investment as of December 31, 2013, per Schedule III to 2013 10-K less land sale gains and estimated value
Slide 16: Simon's M&A Track Record
SIMON'S M&A TRACK RECORD 16 1996 August 1996 Acquisition of DeBartolo Realty – 50 Malls and 11 Community Centers $3.1BN 1998 September 1998 Acquisition of Corporate Property Investors – 23 Malls & 4 Office Buildings $5.8BN 2000 2002 May 2002 Consortium Acquisition of Rodamco North America – 13 Malls
Slide 17: Simon's Competitive Advantages
SIMON'S COMPETITIVE ADVANTAGES 17 Proven Ground-Up Developer Stronger Balance Sheet Broader Capital Access Global Platform Higher Total Shareholder Return Strong Management Track Record & Credibility Greater Geographic & Tenant Diversity Stronger Retailer Relationships Better Overhead Efficiency Pro
Slide 18: Appendix
APPENDIX
Slide 19: Macerich Net Asset Value Estimates
MACERICH NET ASSET VALUE ESTIMATES 19 ____________________ Source: Wall Street Research. Estimated NAV per share based upon an ascribed premium, as denoted in respective research reports, to a specific stock prices as denoted in the respective research report. Calculations based on Simon proposal of
Slide 20: Additional Information
ADDITIONAL INFORMATION 20 This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Simon Property Group, Inc. ("Simon") has made for a business combination transaction with The Macerich Company ("Maceric
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