Gramercy Property Trust — American Financial Realty Trust — Merger or Acquisition (November 2007)
25 slides from Gramercy Property Trust's merger presentation, Nov 5, 2007
Slide 1: Merger with American Financial Realty Trust
November 2007 Merger with American Financial Realty Trust
Slide 2: Additional Information and Where to Find It
Additional Information and Where to Find It Gramercy intends to file with the SEC a Registration Statement on Form S-4, which will include a joint proxy statement/prospectus of Gramercy and American Financial and other relevant materials in connection with the proposed transaction. The joint proxy s
Slide 3: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements This presentation contains "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. All statements other than statements of historical facts included in t
Slide 4: Transaction Overview
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Slide 5: Transaction Summary
Transaction Summary 7.10 - 7.25% Approximate Going-in Cap Rate Other Transaction Items 7.75 - 8.25% Approximate Implied Cap Rate on Core Portfolio (3) Anticipated Closing March 2008 Timing $10 - 15mm Estimated 2008 G&A Synergies (2) Consideration per AFR Share $5.50 Cash (per share) 0.12096 GKK Comm
Slide 6: Transaction Overview
Transaction Overview Transaction subject to both Gramercy and AFR stockholder votes Customary listing and regulatory approvals Certain Closing Conditions For each outstanding share of AFR common stock, Gramercy will offer: $5.50 in cash paid upon closing of the merger; plus 0.12096 shares of Gramerc
Slide 7: Transaction Rationale
Transaction Rationale Creates new growth platform for offering real estate and financial solutions to financial institutions Long-term credit net lease portfolio with high credit quality tenants Value-add bank branch and office platform to buy and lease underutilized office properties Provides scale
Slide 8: A Transformative Transaction
A Transformative Transaction Gramercy 3Q07 Gramercy Pro-forma Source: GKK 09/30/07 earnings release. Increases Assets by Over 65% Real estate securities 11% Whole loans 28% Credit Net Lease Commercial real estate 50% Mezzanine loans 8% Subordinate mortgages 3% Whole loans 52% Real estate securities
Slide 9: Balance Sheet
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Slide 10: Pro forma Balance Sheet
Pro forma Balance Sheet 5,983 3,481 Total Liabilities 1,703 $154 Mortgage Debt 3,467 3,467 Loans 111 111 Preferred 226 123 Other Liabilities 4,054 3,204 Other Debt Liabilities and Equity 807 551 Other Assets 4,242 761 650 4,242 $225 Gramercy as of 09/30/07 (1) 7,227 Total Liabilities and Equity 1,24
Slide 11: Overview of American Financial Realty Trust
Overview of American Financial Realty Trust
Slide 12: AFR Overview
AFR Overview Exclusive focus on financial institution customers and properties Roster of AA financial institution tenants with significant financial backing and longevity 75% of base revenue from tenants with a rating of ‘A’ or higher Bank of America and Wachovia occupy all or a portion of 636 prope
Slide 13: Strong Client Base
Strong Client Base Note: Standard and Poor’s ratings. Source: Q2 2007 AFR filings. Top Tenants: 64% of Base Revenue Wachovia National Bank (AA) 14% Bank of America (AA+) 37% Key Bank (A-) 1% Regions Bank (A+) 4% Citizens Bank (AA-) 3% AIG (AA+) 2% National City Bank (A+) 1% Other 36% GSA (N/A) 1% BB
Slide 14: Geographic Diversity
Geographic Diversity Diverse geographic exposure: Properties located in 37 states and Washington, D.C.
Slide 15: AFR's Office Assets
AFR’s Office Assets AFR owns 381 office properties containing approximately 22.2 million RSF Assets are located across the US, with concentrations in Pennsylvania, North Carolina, and other Mid-Atlantic States 801 Market (Philadelphia, PA) 101 Independence (Charlotte, NC) Gateway (Charlotte, NC) Cit
Slide 16: AFR's Bank Branches
AFR’s Bank Branches AFR owns 777 bank branch properties containing approximately 4.6 million RSF (1) Note: Data as of 10/19/07. (1) Includes Citizens joint venture.
Slide 17: AFR Lease Expiration
AFR Lease Expiration Less than 26% Cumulative Lease Rollover through 2016 Sq. Ft. Expiring (000s) Cumulative Expiration (%) Note: Data as of 10/09/07. Excludes Citizens joint venture. 0 5,000 10,000 15,000 20,000 25,000 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Thereafter 0.0% 10.0% 20.0% 30
Slide 18: Business Strategy
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Slide 19: Gramercy will Rationalize AFR's Business into Segments
Gramercy will Rationalize AFR’s Business into 4 Segments At closing, Gramercy will own or partially own 1,161 properties diversified across primarily net lease branch assets and office properties. Note: Data as of 10/19/07. Includes Citizens joint venture. RSF Net Operating Income Dana Portfolio 12%
Slide 20: Core Portfolio
Core Portfolio 883 properties 251 office properties (14.9 mm RSF) 632 bank branch properties (3.6 mm RSF) 18.5 mm RSF 98% occupancy 68% leased to Bank of America and Wachovia based on RSF Efficient financing and long-term value appreciation Portfolio Summary Note: Property count and RSF data as of 1
Slide 21: Dana Portfolio
Dana Portfolio 15 properties 3.7 mm RSF 93% occupancy Primarily located in the Mid – Atlantic states Bank of America lease for approximately 85% of RSF Opportunity to restructure lease and obtain JV partner Portfolio Summary Charles St (Baltimore, MD) Washington Office (Washington, D.C) Note: Proper
Slide 22: Value Add Portfolio
Value Add Portfolio 260 properties 4.6 mm RSF 67% occupancy, 78% of which is leased by Financial Institution Tenants Significant repositioning, redevelopment and leasing opportunity Portfolio Summary Albany State Street (Albany, NY) Kansas City Operations (Kansas City, MO) Note: Property count and R
Slide 23: Held for Sale Portfolio
Held for Sale Portfolio 147 properties 4.9 mm RSF Low occupancy, non-core properties 27 properties already under contract to be sold Majority (by value) anticipated to be sold prior to closing Portfolio Summary Bank of Oklahoma (Oklahoma City, OK) Note: Property count and RSF data as of 10/19/07. Al
Slide 24: Indicative Timetable
Indicative Timetable
Slide 25: Timetable
Timetable Announcement – November 5, 2007 File Proxy – December 2007 Stockholder Votes – February 2008 Anticipated Closing Date – March 2008
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