RIOCAN HBC JOINT VENTURE PRESENTATION February 25, 2015
Forward Looking Statements Certain information included in this presentation contains forward-looking statements within the meaning of applicable securities laws including, among others, statements concerning our objectives, our strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Certain material factors, estimates or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in these statements and actual results could differ materially from such conclusions, forecasts or projections. Additional information on the material risks that could cause our actual results to differ materially from the conclusions, forecast or projections in these statements and the material factors, estimates or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information can be found in our annual information form and annual report that are available on our website and at www.sedar.com. Except as required by applicable law, RioCan undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 2
One of North America s Largest Retail REITS 340 retail properties in Canada & U.S. 80 million sqft total portfolio 54 million sqft owned $ 8.4 billion market cap $ 15.1 billion enterprise value ~7,700 tenancies ~86% revenue generated by national and anchor tenants Together with 3
One of North America s Leading Retailers 90 Hudson Bay Locations in Canada 67 Home Outfitters Locations in Canada 38 Saks Fifth Avenue Locations in the US 50 Lord & Taylor locations in the US 79 OFF 5TH locations in the US $ 4.2 billion market cap $ 5.2 billion Sales for the year ended Feb. 28, 2014 4
Joint Venture Agreement with Hudson s Bay Company On February 25, 2015, RioCan announced that it has agreed to form a joint venture ( JV Entity ) focused on real estate growth opportunities in Canada with Hudson s Bay Company ( HBC ). The joint venture will enable RioCan and HBC to build on the strength of existing real estate assets through potential future redevelopment, as well as identify new real estate acquisition and redevelopment opportunities. The transaction is structured to facilitate an IPO or other monetization of the joint venture at a yet to be determined future date. 5 5
Joint Venture Agreement with Hudson s Bay Company RioCan s Contributions to the JV Entity RioCan has committed to contribute $325 million to the JV Entity for an eventual pro forma equity stake of 20.2% in a newly established joint venture entity ( JV Entity ). RioCan s Equity Contribution is comprised of three elements: 1. An equity contribution of $144.3 million in the form of a 50% interest in the two mall properties 2. A $52.5 million capital contribution for tenant and capital improvements to certain properties in the JV Entity 3. An equity contribution of $128.1 million to be funded over three years for future acquisitions by the JV entity 6 6
Joint Venture Agreement with Hudson s Bay Company RioCan s Contributions to the JV Entity The transaction values RioCan s contribution of a 50% interest in two enclosed mall properties in Ontario (Oakville Place and Georgian Mall) at $296.6 million based on a capitalization rate of 5.15%. RioCan s initial equity contribution to the JV Entity will be $144.3 million in the form of a 50% interest in the two mall properties, net of the existing debt of $142.2 million (at 50%), which carries an interest rate of 3.7% and maturing in 2018 and 2021, and net of a capital lease related to a ground lease of $10.1 million for an initial equity stake in the JV Entity of 10.1%. 7 7
Joint Venture Agreement with Hudson s Bay Company HBC Lease Terms and Capital Improvements HBC has agreed to enter into a new twenty year lease at Georgian Mall and Oakville Place from the closing date of the transaction, with six, five year renewal options, revisions to the rent and a commitment to improve the stores. The JV Entity will enter into a new lease for each of the ten store locations contributed by HBC for a term of twenty years that provides for moderate annual rent increases during the term of the lease and any extensions. RioCan will contribute $52.5M to the JV Entity to be utilized for improvements for certain properties contributed to the JV Entity. 8 8
Joint Venture Agreement with Hudson s Bay Company Additional Contributions by RioCan to the JV Entity The balance of RioCan s contributions of approximately $128.1 million will be made by the third anniversary of the closing date, and will be used to fund future property acquisitions to increase the value and diversify the tenant base of the JV Entity. 9 9
RioCan Property Contributions Georgian Mall Acquired by RioCan in 2012. Dominant regional mall servicing the fast growing area north of the Greater Toronto Area. More than 150 stores and parking for 3,105 vehicles. Site has potential for additional residential/retail development on the adjacent 6.6 acres of land that comprises part of the 61.9 acre site.
RioCan Property Contributions Oakville Place Acquired by RioCan in 2013. Oakville Place Dominant regional mall servicing the western suburban market of Oakville in the Greater Toronto Area. Pusateri s a local high end food/grocery retailer is scheduled to open an 18,000 sf store in late 2015 early 2016 Site has potential for additional residential/retail development on 21.9 acre site. 11 11
Governance Joint Venture Agreement with Hudson s Bay Company The JV Entity will establish a dedicated management team focused on overseeing the contributed properties and growing the portfolio, with support from HBC and RioCan. The JV Entity will have a board that is comprised of four directors, two of whom are appointed by each partner. Unanimous Board consent is required for all major operating decisions, except for certain HBC ground leases, which will remain controlled directly by HBC. RioCan will act as manager for the enclosed malls that it will contribute to the JV Entity s portfolio. 12 12
Joint Venture Agreement with Transaction Structure Hudson s Bay Company HBC will contribute ten owned or ground-leased properties with an estimated 3,286,703 in square footage to the JV Entity, including Hudson s Bay flagship properties in downtown Vancouver, Calgary, Ottawa, and Montreal. The transaction values the HBC real estate contribution at $1.7 billion based on a capitalization rate of 5.08%. In addition to an eventual pro forma 79.8% equity stake in the JV, HBC is expected to receive approximately $352 million in cash proceeds from third-party debt issued to the JV Entity, and the JV Entity is expected to assume approximately $48 million of existing debt secured against one of the properties contributed by HBC. HBC s initial equity contribution of $1.3 billion represents an initial 89.9% interest in the JV Entity. 13 13
Properties in the JV Entity Top 10 Property Name Street Address City, Province GLA (Sq. Ft.) Leasehold/ Freehold Properties vended in by RioCan 1 Georgian Mall 509 Bayfield Street North Barrie, ON 510,119* Freehold 2 Oakville Place 240 Leighland Avenue Oakville, ON 457,925* Freehold Properties vended in by HBC 3 Downtown Vancouver 674 Granville Street Vancouver, BC 636,828 Freehold 4 Downtown Montreal 585 Ste-Catherine St. W. Montreal, QC 655,396 Freehold 5 Downtown Calgary 200-8th Avenue S.W. Calgary, AB 488,834 Freehold 6 Downtown Ottawa 73 Rideau Street Ottawa, ON 335,305 Freehold 7 Yorkdale Shopping Centre 3401 Dufferin St. Toronto, ON 303,438 Leasehold 8 Scarborough Town Centre 300 Borough Drive Toronto, ON 231,759 Leasehold 9 Carrefour Laval 3045 Boulevard Le Carrefour Laval (Montreal), PC 177,022 Leasehold 10 Promenades St. Bruno Boulevard des Promenades St. Bruno (Montreal), QC 131,808 Leasehold 11 Square One Shopping Centre 100 City Centre Drive Mississauga, ON 200,729 Leasehold 12 Devonshire Mall 3030 Howard Avenue Windsor, ON 165,584 Freehold Total 4,294,747 * At 100% 14 14
HBC Property Contributions Vancouver, BC Montreal, QC 15 15
HBC Property Contributions Calgary, AB Ottawa, ON 16 16
HBC Property Contributions Toronto, Ontario Properties The Bay, Yorkdale Mall The Bay, Scarborough Town Centre The Bay, Square One Shopping Centre 17 17
HBC Property Contributions Ontario Properties The Bay, Devonshire Mall 18 18
HBC Property Contributions Suburban Montreal, Quebec Properties La Baie, Carrefour Laval La Baie, Promenades St. Bruno 19 19
RIOCAN PRESENTATION 2014 RioCan xx Real Estate Investment Trust 2300 Yonge Street, February 25, 2014 PO Box 2386 Toronto, Ontario M4P 1E4 Suite 500