New York REIT — Proxy Contest (July 2016)
18 slides from New York REIT's proxy contest presentation, Jul 26, 2016
Slide 1: NY REIT - JBG Proposed Combination: Defeat the Transaction
WW Investors, LLC NY REIT - JBG Proposed Combination: Defeat the Transaction 3784573-1
Slide 2: Disclaimer
Disclaimer This presentation with respect to New York REIT, Inc. (“NYRT” or, the “Company”) is for general informational purposes only, is not complete and does not constitute legal, tax, investment, financial or other advice or a recommendation to enter into or conclude any transaction or buy or se
Slide 3: Table of Contents
TABLE OF CONTENTS I. Why We Are Opposed to the JBG Combination & What We Plan to do About it II. What’s Behind Door #3 III. Our Vision IV. Director Candidates V. Have They No Shame? VI. Conclusion VII. Appendix A 3784573-1 3
Slide 4: Why We Are Opposed to the JBG Combination & What We Plan to do About it
Why We Are Opposed to the JBG Combination & What We Plan to do About it § Many of you have reviewed the June 20, 2016 presentation from WW Investors, LLC (“WW Investors”, “we”, or “our”), together with its members, a beneficial owner of more than 1.2 million shares of NY REIT, Inc. (“NYRT” or, the “
Slide 5: What's Behind Door #3
What’s Behind Door #3 § We understand cash – dollars, euros, renminbi, etc. We understand daily market priced publicly traded securities - SL Green common stock, Vornado preferred stock, etc. Cash, publicly traded securities, all have an immediately discernible value to us and to all NYRT shareholde
Slide 6: Our Vision—Voting Down the Combination, Voting for Our Nominees
Our Vision—Voting Down the Combination, Voting for Our Nominees • New NYRT Directors—Assuming NYRT stockholders vote AGAINST the Combination, and our Nominees are elected at the 2016 Annual Meeting of Stockholders, the Nominees will immediately pursue policies and proposals that maximize stockholder
Slide 7: Our Vision—Our Nominees are Open to all Means of Increasing Value
Our Vision—Our Nominees are Open to all Means of Increasing Value • Liquidation Will Be a Real Option—If the Nominees are elected and in the unlikely event that the strategic review process fails to result in a reasonably priced transaction, we believe our Nominees would give strong consideration to
Slide 8: Director Candidates
Director Candidates The Nominees—WW Investors’ independent and highly qualified candidates are: § Michael L. Ashner – Mr. Ashner is currently the Chairman and Chief Executive Officer of Winthrop Realty Trust, positions he has held since April 2004 and December 31, 2003, respectively. Since 1996, Mr.
Slide 9: Director Candidates--Continued
Director Candidates--Continued § Gregory Hughes – Mr. Hughes is currently Principal for Roscommon Capital Limited Partnership, a financial advisory and investment firm, a position that he has held since 2010. Mr. Hughes has served as a member of the Board of Directors and the Audit Committee of Gram
Slide 10: Director Candidates--Continued
Director Candidates--Continued § Steven Witkoff – Mr. Witkoff is currently Chairman and Chief Executive Officer of The Witkoff Group, which he founded in 1997. Prior to founding and serving at The Witkoff Group, from 1986 to 1997, Mr. Witkoff co-founded and served at the Steller Management Company,
Slide 11: Have They No Shame?
Have They No Shame? § NYRT’s Baseless Allegations Don’t Change Facts—Media sources and others have reported mutterings from representatives of JBG and NYRT that WW Investor’s goal is simply to seize a long term fee based contract from NYRT (similar to the Schorsch business model). These allegations
Slide 12: Conclusion
Conclusion § We believe that if elected the proposals and policies that the Nominees would pursue would result in the best outcome for expeditiously maximizing stockholder value. The ongoing hindrance that requires approval of only those proposals which provide untoward compensation to the Schorsch
Slide 13: Appendix A
Appendix A 3784573-1 13
Slide 14: NYRT Flawed & Incomplete Valuation
NYRT Flawed & Incomplete Valuation A true assessment of post Combination value is difficult to calculate as there are no references to traditional REIT metrics of value (e.g., AFFO, FFO, CAD, etc.). The only references in the Combination's presentation materials from which we could derive a valuatio
Slide 15: Depressed Post-Combination Valuation Analysis: Poor Positioning vs. Peer Group
Depressed Post-Combination Valuation Analysis: Poor Positioning vs. NYRT/JBG Selected Peer Group § The charts on the following slides provide post-Combination projected trading ranges for the combined company’s shares. These charts were prepared without the benefit of any projected AFFO, FFO, CAD or
Slide 16: Depressed Post-Combination Valuation Analysis
Depressed Post-Combination Valuation Analysis: § If one adopts the Combination's projections on an unquestioned basis, the projected dividend of $0.15 to $0.20 per share and range the yield from 3.5% to 4.25% to better reflect leverage, risk and diversification, it is not unreasonable to assume a po
Slide 17: Depressed Post-Combination Valuation Pricing: Dividend Yield
Depressed Post-Combination Valuation Pricing: Dividend Yield = Low Share Trading Price § NYRT projects a “dividend range of $0.15 - $0.20 per share per annum post-closing”(1) Based on the NYRT/JBG selected peer group,(2) this dividend yield range would result in a per share post-closing trading pric
Slide 18: Depressed Post-Combination Valuation Analysis: Excessive Leverage
Depressed Post-Combination Valuation Analysis: Excessive Leverage § High barrier gateway market-focused mid and large cap peers Net Debt/EBIDTA (1) 14 12 11.0 – 12.0x (2, 3) 10.0x 10 8.9x 8 7.7x 7.4x 6 5.6x 4.9x 4 2 0 Proforma JBG Combination (2) ESRT PGRE DEI SLG BXP VNO The Combined Company Would