Kite Realty Group Trust · NYSE:KRG

Kite Realty Group Trust — Merger or Acquisition (February 2014)

12 slides from Kite Realty Group Trust's merger presentation, Feb 10, 2014

  1. Slide 1: Inland Diversified Merger with Kite Realty Group: Delivering Liquidity and Opportunity

    Inland Diversified Merger with Kite Realty Group: Delivering Liquidity and Opportunity February 10, 2014

  2. Slide 2: Disclaimer

    Disclaimer This is neither an offer to sell nor a solicitation of an offer to buy any security, which can be made only by a prospectus which has been filed or registered with appropriate state and federal regulatory agencies and sold only by broker dealers authorized to do so. Past performance is no

  3. Slide 3: Forward-Looking Statements

    3 Forward-Looking Statements This presentation contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “would,” “expect,” “intend,” “estimate,” “anticipate,”

  4. Slide 4: Merger Agreement with Kite Realty Group

    4 Merger Agreement with Kite Realty Group • $2.5 billion(1) merger with Kite Realty Group Trust (NYSE: KRG) (“Kite”) – Equity consideration of $1.2 billion • Inland Diversified stockholders will receive between 1.707 and 1.65 shares of Kite at closing based on per share price of Kite shares • Procee

  5. Slide 5: Inland Diversified Timeline

    Inland Diversified Timeline • Capital raise: August 2009 – August 2012 • Raised $1.1 billion in investor capital • Purchased $2.3 billion in assets • Full invested portfolio as of 09/30/13 included: – 143 properties in 31 states – 12.4 million square feet – 444 apartment units – 97.3% average occupa

  6. Slide 6: Kite Realty Group Company Overview

    Kite Realty Group Company Overview • Full service, vertically-integrated real estate company • Primarily engaged in ownership, operation, development, construction and acquisition of high-quality neighborhood and community shopping centers • 97% of Kite’s operating portfolio in Midwest, Southeast an

  7. Slide 7: Delivering Stockholder Value

    7 Delivering Stockholder Value Total transaction value per share: • At the closing of the merger, each Inland Diversified Share will be converted into between 1.707 and 1.65 Kite shares based on the following exchange ratios: – 1.707 Kite shares, if the Kite Reference Price (as defined below) is $6.

  8. Slide 8: Delivering Stockholder Value

    8 Delivering Stockholder Value $9.00 $9.50 $10.00 $10.50 $11.00 $11.50 $12.00 $5. 8 5 $5. 9 0 $5. 9 5 $6. 0 0 $6. 0 5 $6. 1 0 $6. 1 5 $6. 2 0 $6. 2 5 $6. 3 0 $6. 3 5 $6. 3 6 $6. 3 7 $6. 3 8 $6. 3 9 $6. 4 0 $6. 4 1 $6. 4 2 $6. 4 3 $6. 4 4 $6. 4 5 $6. 4 6 $6. 4 7 $6. 4 8 $6. 4 9 $6. 5 0 $6. 5 1 $6. 5

  9. Slide 9: Delivering Stockholder Value

    9 Delivering Stockholder Value • Inland Diversified is delivering income and growth in a shorter lifecycle – Based on closing price of Kite shares on Friday, February 7, 2014: • A total return of between 14% for stockholders assuming an investment in August 2012, and 31% for stockholders assuming an

  10. Slide 10: Projected Merger Timeline

    10 Projected Merger Timeline Next 4 to 6 months • Merger is subject to stockholder approval by stockholders of both companies • Inland Diversified monthly distributions continue at 6%, subject to board approval • Proxy statement to be sent to Inland Diversified stockholders in connection with stockh

  11. Slide 11: Key Takeaways

    11 Key Takeaways • Strong total return • Single, all-stock transaction • Provides stockholder choice and flexibility • No internalization fees • Merger expected to close during the second or third quarter of 2014 • Demonstrating a smaller, quicker non-traded REIT model

  12. Slide 12: Additional Information and Where to Find It

    12 In connection with the proposed merger, the Company and Kite Realty Group (“KRG”) expect to prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed

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