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8-K - 8-K - TIER REIT INCform8-k09142016.htm
1 COMPANY PRESENTATION SEPTEMBER 2016


 
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3 Value Creation • Proven track record in publicly- traded real estate companies • Successful history of investing & creating value in target markets • Ability to complete complex transactions • Clear path to long-term value creation across portfolio Seven Target Growth Markets • High-quality, Class A office properties • High-growth, demand-driven markets • Amenity-rich, high-density submarkets – TIER1 submarkets • Emphasis on LIVE.WORK.PLAY environments Targeted Approach TIER ONE Property Services • Unparalleled customer service & operational excellence • Operating & developing to highest sustainability standards • A leader in BOMA 360 designations • Significant LEED & Energy Star certifications Focus + Strategy 5950 Sherry Lane Experience + Innovation Domain 8 (Rendering) Service + Sustainability Burnett Plaza


 
4 WHY TIER? Focused investment strategy High-quality portfolio Significant value creation opportunities Experienced management team Proven execution capabilities Austin I Dallas I Houston I Charlotte I Nashville I Atlanta I Denver 4


 
5 Domain 7, Austin, TX PART ONE FOCUSED STRATEGY Delivered 2015


 
6 Transformation 2010 Today  Reduced portfolio from 36 to 13 markets  Reduced net debt / EBITDA from 10.7x to 7.3x1  Increased unencumbered NOI from 0% to 69%2 Experienced public company management team executing on long-term focused strategy 1 Leverage calculated as net debt divided by annualized normalized EBITDA from properties owned at period end for 1Q’10, and for 2Q’16 pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 2 Represents NOI from unencumbered assets divided by total NOI for the periods ended 1Q’10, and for 2Q’16 pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16


 
7 Seven Target Growth Markets1 TIER REIT targets demand-driven, amenity-rich TIER1 submarkets that will benefit most from population and office-using employment growth Dallas • 100+ companies relocated employees to DFW from 2010-2014, occupying 12.5mm SF • 5-year population growth of 678K • 5-year office-using jobs CAGR 3.8% 5.3% 4.7% 2.6% 2.9% 5.7% 3.6% 6.1% Historical 5-Year Rent CAGR2 Austin • #1 fastest growing city in the U.S. • 5-year population growth of 280K • 5-year office-using jobs CAGR 5.8% Charlotte • Population grew at 3x U.S. average over past 10 years • 5-year population growth of 215K • 5-year office-using jobs CAGR 3.8% Denver • 5th largest in-migration as % of population for 2009-2015 • 5-year population growth of 262K • 5-year office-using jobs CAGR 3.5% Nashville • Over 37% more office workers than at the height of the last cycle • 5-year population growth of 158K • 5-year office-using jobs CAGR 6.1% Houston • 89 companies relocated employees to Houston from 2010-2014, occupying 12.6mm SF • 5-year population growth of 732K • 5-year office-using jobs CAGR 2.5% Atlanta • Forecasted 2nd among all MSAs in population growth in next 5 years • 5-year population growth of 445K • 5-year office-using jobs CAGR 3.4% 1 Market statistics per CBRE Research, Moody’s Analytics, and CoStar Portfolio Strategy 2 CoStar Portfolio Strategy; historical Class A growth rates of gross asking rent by market and weighted by TIER1 submarkets


 
8 Strategic Plan Three phases of TIER’s strategic plan 2015-2016 Strengthening Recycling Growing 2017 & beyond


 
9 Results of Strengthening Phase Over $1 billion of dispositions since December 2014 2015-2016 Strengthening The Wanamaker Building Philadelphia, PA • TIER owns 60%, substantially all of which is under agreement for sale • Closing expected by 12.31.16, subject only to loan assumption approval and customary closing conditions Additional properties currently under contract Aggregate gross sales price: $155mm 1 Hurstbourne Business Center Louisville, KY • Hurstbourne Park, Place & Plaza are under agreement for sale • Closing expected to occur by 10.15.16, subject only to customary closing conditions (assets are unencumbered) 1 TIER provides no assurance these transactions will close; gross sales price shown at TIER’s ownership share         Colorado Building Lawson Commons United Plaza 250 West Pratt FOUR40 1650 Arch Street One Chestnut Place Fifth Third (Cleveland)


 
10 Results of Strengthening Phase Dispose of nonstrategic assets Reduce leverage Strengthen corporate governance Key Goals Enhance balance sheet flexibility Commentary • Exited five markets since Dec.’14 at an average 6.0% GAAP cap rate1 • Under contract with $155mm of nonstrategic assets2 • Additional near-term dispositions planned of up to $95mm2 • Increased fixed charge coverage from 1.5x to 2.7x3 • Reduced net debt/EBITDA from 9.6x to 7.3x4 • Reduced mortgage debt from more than $1.5B to ~$322mm5 • Converted credit facility to unsecured • Five independent board members, including non-executive Chairman • Four new board members since 2014, all with public REIT experience 1 Operating properties sold during the time period, excluding land sales; capitalization rate based on annualized GAAP NOI for the last full quarter of ownership 2 TIER provides no assurance these transactions will close; gross sales price shown at TIER’s ownership share 3 Fixed charge coverage calculated as normalized fixed charges, divided by normalized EBITDA from properties owned at period end for 3Q’14, and 2Q’16 pro forma for the pending disposition of Fifth Third Center (Columbus), and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 4 Leverage calculated as net debt divided by annualized normalized EBITDA from properties owned at period end for 3Q’14, and for 2Q’16 pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 5 Mortgage debt outstanding at period end for 3Q’14, and for 2Q’16 pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 2015-2016 Strengthening


 
11 Capital Recycling Opportunities Target Growth Markets LIVE.WORK.PLAY High-quality assets offer the potential for incremental $250mm+ capital recycling warehouse 2017-2018 Recycling 500 East Pratt Woodcrest Buena Vista Three Parkway Eisenhower


 
12 BriarLake Plaza, Houston, TX PART TWO CREATING VALUE Phase II delivered 2014


 
13 Experienced Management Team Significant real estate & public company experience spanning 30+ years Bill Reister Chief Investment Officer Dallas Lucas Chief Financial Officer Anubhav Raj Senior Vice President - Capital Markets Heath Johnson Managing Director - Asset Management Scott Fordham Chief Executive Officer


 
14 Value Creation Results Terrace Office Park - Austin, TX • Rebuilt occupancy from 65% to 90%+ within 24 months after tenant relocation Loop Central - Houston, TX • Restored occupancy from 74% to 90%+ within 12 months after tenant M&A Burnett Plaza - Ft. Worth, TX • Re-leased 116K SF prior to tenant’s known vacancy Two BriarLake Plaza -Houston, TX • Class A office tower delivered in 4Q’14 • Located in prestigious Westchase • Commands highest rents in submarket Domain 8 – Austin, TX • 47% pre-leased, with significant leasing activity • Expected delivery 1Q’17 • Estimated 9%+ development yield Seasoned team with experience, market knowledge, and relationships Proven ability to develop premier office space in TIER1 submarkets Successful track record of acquisitions 5950 Sherry Lane – Dallas, TX • Acquired in unique, off-market swap transaction in 4Q’14 The Domain – Austin, TX • Complex acquisition aided by existing relationships • Included below-market rent & development opportunities • Premier LIVE.WORK.PLAY community Asset Management Acquisitions Development Terrace Office Park Domain 8 Domain 2


 
15 Mark-to-Market Rents Future Value Creation: Leasing Stabilize Occupancy at 93% Terrace Office Park 5950 Sherry Lane In-place rents 10-25% below market for tenants expiring through 2019 (~800K SF) Opportunity to lease up to 175K SF of vacant space Potential incremental value creation: $120 to $145 million1,2 1 Mark-to-market potential incremental value calculated using incremental estimated NOI from re-leasing SF expiring through 2019 at Bank of America Plaza, Terrace Office Park, and Domain 4 at current market rates (less estimated $2/SF for Bank of America rate attributed to redevelopment) and a 6-7% NOI capitalization rate less $40/SF estimated leasing capital 2 Stabilized occupancy potential incremental value calculated using estimated NOI generated from increasing occupancy of Two BriarLake Plaza, 5950 Sherry Lane, and Burnett Plaza at 90% NOI margins of current market rates and a 6-7% NOI capitalization rate less $40/SF estimated leasing capital Bank of America Plaza BriarLake Plaza


 
16 Future Value Creation: Redevelopment Re-energizing the intersection of Trade & Tryon - the “Main & Main” of Charlotte’s CBD Potential incremental value creation: $6 to $12 million1 1 Redevelopment potential incremental value calculated using estimated NOI from new ~21K SF of retail space less prior rate and $2/SF estimated value for remainder of building and a 6.0-7.0% capitalization rate less estimated redevelopment costs • $25 million redevelopment scheduled to deliver in 2017 • Featuring new entrance, lobby, and 21K SF of new retail space including signature dining & entertainment • In leases with approximately 40% of new retail space • Net occupancy up over 200 bps & rental rates up over 10% since redevelopment announced Charlotte Bank of America Plaza Rendering Rendering


 
17 Future Value Creation: Development Domain 11 & 12 (pre-development) • ~640K net rentable SF • ~$335/SF development cost • ~8.5%+ est. development yield Domain 9,10 & Block G (future) • ~660K net rentable SF of additional future office space Austin CBD (pre-development) • ~325K net rentable SF • ~$440/SF development cost • ~8.25%+ est. development yield Legacy East (pre-development) • ~570K net rentable SF in two phases • ~$340/SF development cost • ~8.5%+ est. development yield Potential incremental value creation: $230 to $315 million1 1 Development potential incremental value calculated using stabilized NOI from above developments and a 6.0-6.5% capitalization rate less estimated development costs Austin Third + Shoal (Rendering) Dallas Legacy East (Rendering) The Domain d8 d9 d10 d11 d12 <Block G Austin


 
18 Houston Update Loop Central Galleria BriarLake Plaza Westchase Eldridge Place Katy Freeway West • Excluding known move-outs, ~6% of leases expire through 2018 • Attractive rents relative to recent deliveries • 40% of Houston NOI in 2Q’16 • ~8% of leases expire through 2018 • Highest rents in Westchase • 45% of Houston NOI in 2Q’16 • ~12% of leases expire through 2018 •Moderate price point driving current tenant demand • 15% of Houston NOI in 2Q’16 Known move-outs Lease Expirations (SF in 000s) 0 100 200 300 400 500 600 0 100 200 300 400 500 600 0 100 200 300 400 500 600 Other expirations


 
19 1 As previously reported on page 12 of the 6.30.16 supplemental reporting package, pro forma for the pending disposition of Fifth Third Center (Columbus) (adjusted Cash NOI of $3.2mm and note payable of $48.7mm), and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 (note payable of $62.8mm) 2 Comprised of adjusted cash NOI from the following markets: Austin – 17%, Dallas – 4%, Houston – 29%, Charlotte – 12%, Los Angeles – 3%, Louisville – 8%, Nashville – 2%, Tampa – 2%, Washington, D.C. – 1%, Baltimore – 4%, Cherry Hill – 5%, Philadelphia – 13% 3 Includes Domain 8, The Domain land, Third + Shoal land (Austin), and Legacy East land (Dallas) 4 Calculated based on total market capitalization as of 9.9.16, less cost basis of land and development properties and estimated value for all properties other than stabilized Houston operating portfolio 5 Represents approximate total potential incremental value creation opportunities from pp. 15-17 Net Asset Value Components Commentary • Based on ending stock price of $15.45 on 9.9.16 • 28% discount to consensus NAV of $21.39 • 8.3% implied cap rate on stabilized assets • 29.2% cap rate on stabilized Houston assets4 • $175 per SF valuation on operating properties, an approximate 47% discount to replacement cost Components 2Q’16 Annualized1 ($mm) Total adjusted cash NOI at ownership share for stabilized properties2 117.4 Other real estate properties: • Estimated value of non-stabilized properties at ownership share • Cost basis of land and development properties3 258.6 81.7 Total other real estate properties 340.3 Other tangible assets 35.8 Liabilities: • Other liabilities • Debt 105.5 896.5 Total liabilities 1,002.0 Diluted shares outstanding (mm) 47.9 Excludes aggregate potential incremental value creation opportunities of ~$350-475mm5


 
20 Bank of America Plaza, Charlotte, NC PART THREE BALANCE SHEET Redevelopment to deliver 2017


 
21 17% 30% 53% Capital structure as of 6.30.16 ($mm)1,2 Mortgage debt $ 322 Unsecured term loan 575 Unsecured revolver 0 Total debt $ 897 Estimated equity value2 1,024 Total est. enterprise value $ 1,921 Total estimated enterprise value: $1,921 1 Represents portfolio and capital structure as of 6.30.16, pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 2 Estimated equity value is based on diluted shares outstanding multiplied by consensus NAV of $21.39 per share Capital Structure Snapshot $40 $150 $300 $275 0 50 100 150 200 250 300 350 400 450 500 2016 2017 2018 2019 Thereafter $2 Debt maturity profile ($mm)1 $340 $425 $129 Mortgage debt Unsecured bank debt


 
22 1 EBITDA and NOI reflect annualized 3Q’14 and 2Q’16 normalized EBITDA and NOI for properties owned at period end; 2Q’16 EBITDA and NOI are pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16 2 Represents portfolio and capital structure as of 3Q’14, and for 2Q’16 pro forma for the pending disposition of Fifth Third Center (Columbus) and the completed payoff of the Three Parkway (Philadelphia) loan on 8.1.16. 3Q’14 estimated enterprise value calculated using third party appraisal; 2Q’16 estimated enterprise value calculated based on outstanding shares multiplied by consensus NAV of $21.39 per share Balance Sheet Targets Credit statistics 9.30.14 6.30.16 Targets 2017 Net debt / annualized adj. EBITDA1 9.6x 7.3x <7.0x Net debt / total est. enterprise value2 55% 46% <45% Mortgage debt / total est. enterprise value2 55% 17% <20% Fixed charge coverage2 1.5x 2.7x >3.0x Unencumbered NOI / total NOI1,2 5% 69% >65% Working toward investment grade debt rating


 
23 Burnett Plaza, Fort Worth, TX PART FOUR INVESTMENT RATIONALE International TOBY 2014


 
24 INVESTMENT RATIONALE Focused investment strategy High-quality portfolio Significant value creation opportunities Experienced management team Proven execution capabilities Austin I Dallas I Houston I Charlotte I Nashville I Atlanta I Denver 24


 
25 APPENDIX MARKET FUNDAMENTALS 5950 Sherry Lane, Dallas, TX Acquired 2014


 
26 Top-tier market with a highly educated workforce combined with pro-business government policy • 10.0% Class A vacancy, down from 10.9% in prior year • YoY: 5.7% Class A rent growth / 2.6mm SF net absorption • 2Q’16: Flat Class A rent growth / 0.2mm SF net absorption • 1.6mm SF under construction, ~82% preleased • 3.0%+ avg. annual rent growth projected through 2020 Office-Using Employment & Population Growth1 Market Commentary1 Portfolio Snapshot Austin 1 Based on Moody’s Analytics, Bureau of Labor Statistics and CoStar Portfolio Strategy as of 2Q’16 The Domain Terrace Office Park Third + Shoal Sources: Moody's Analytics; BLS; CoStar Portfolio Strategy As of 16Q2 (10%) (8%) (6%) (4%) (2%) 0% 2% 4% 6% 8% 10% 12% 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 Austin Office-Using Employment National Office-Using Employment Growth Austin Working Age Population Growth National Working Age Population Growth Employment & Population Growth (Y/Y) Terrace Office Park Third + Shoal (Rendering) Domain 7


 
27 Dallas’ diversified economy, affordability, location and quality of labor have resulted in one of the largest gains in job growth in the country • 16.4% Class A vacancy • YoY: 7.5% Class A rent growth / 1.7mm SF net absorption • 2Q’16: 0.3% Class A rent growth / 0.4mm SF net absorption • 10.1mm SF under construction, ~66% preleased • 3.0%+ avg. annual rent growth projected through 2020 Dallas-Fort Worth Office-Using Employment & Population Growth1 Market Commentary1 Portfolio Snapshot 1 Based on Moody’s Analytics, Bureau of Labor Statistics and CoStar Portfolio Strategy as of 2Q’16 Sources: Moody's Analytics; BLS; CoStar Portfolio Strategy As of 16Q2 (8%) (6%) (4%) (2%) 0% 2% 4% 6% 8% 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 Dallas - Fort Worth Office-Using Employment National Office-Using Employment Growth Dallas - Fort Worth Working Age Population Growth National Working Age Population Growth Employment & Population Growth (Y/Y) Burnett Plaza 5950 Sherry Lane Legacy East (Rendering) 5950 Sherry Lane Burnett Plaza Legacy East


 
28 Houston Office-Using Employment & Population Growth1 Market Commentary1 Portfolio Snapshot Energy-related headwinds have slowed office demand while new supply is being delivered, likely resulting in further vacancy increases • 16.1% Class A vacancy, up from 13.1% in prior year • YoY: (1.6%) Class A rent compression / 2.9mm SF net absorption • 2Q’16: (1.1%) Class A rent compression / (87k) SF net absorption • Sublease inventory of ~10.8mm SF as of 2Q’16 • 3.6mm SF under construction, ~49% preleased 1 Based on Moody’s Analytics, Bureau of Labor Statistics and CoStar Portfolio Strategy as of 2Q’16 BriarLake Plaza Loop Central Eldridge Place BriarLake Plaza Loop Central Eldridge Place Sources: Moody's Analytics; BLS; CoStar Portfolio Strategy As of 16Q2 (8%) (6%) (4%) (2%) 0% 2% 4% 6% 8% 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 Houston Office-Using Employment National Office-Using Employment Growth Houston Working Age Population Growth National Working Age Population Growth Employment & Population Growth (Y/Y)


 
29 Charlotte’s local and state economic development efforts, affordable living costs and a young, educated workforce supports above-average job growth • 9.0% Class A vacancy, down from 9.5% in prior year • YoY: 5.6% Class A rent growth / 1.1mm SF net absorption • 2Q’16: 0.5% Class A rent growth / 0.2mm SF net absorption • 3.4mm SF under construction, ~48% preleased • 3.0% avg. annual rent growth projected through 2020 Charlotte Office-Using Employment & Population Growth1 Market Commentary1 Portfolio Snapshot 1 Based on Moody’s Analytics, Bureau of Labor Statistics and CoStar Portfolio Strategy as of 2Q’16 Bank of America Plaza Sources: Moody's Analytics; BLS; CoStar Portfolio Strategy As of 16Q2 (10%) (8%) (6%) (4%) (2%) 0% 2% 4% 6% 8% 10% 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 Charlotte Office-Using Employment National Office-Using Employment Growth Charlotte Working Age Population Growth National Working Age Population Growth Employment & Population Growth (Y/Y) Bank of America Plaza


 
30 Nashville 1 Based on Moody’s Analytics, Bureau of Labor Statistics and CoStar Portfolio Strategy as of 2Q’16 Office-Using Employment & Population Growth1 Market Commentary1 Portfolio Snapshot Nashville's economic diversity, mix of private and public businesses and industries, combined with business costs ~20% below the national average, fuels office demand • 4.2% Class A vacancy, down from 4.8% in prior year • YoY: 11.5% Class A rent growth / 0.6mm SF net absorption • 2Q’16: 0.7% Class A rent growth / 0.1mm SF net absorption • 3.0mm SF under construction, ~76% preleased • 3.5% avg. annual rent growth projected through 2020 Plaza at MetroCenter Sources: Moody's Analytics; BLS; CoStar Portfolio Strategy As of 16Q2 (8%) (6%) (4%) (2%) 0% 2% 4% 6% 8% 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 Nashville Office-Using Employment National Office-Using Employment Growth Nashville Working Age Population Growth National Working Age Population Growth Employment & Population Growth (Y/Y) Plaza at MetroCenter


 
31 Forward-Looking Statements This presentation contains forward-looking statements, including discussion and analysis of the financial condition of us and our subsidiaries and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on their knowledge and understanding of our business and industry. Words such as “may,” “will”, “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “objectives,” “strategies,” “goals,” and variations of these words and similar expressions are intended to identify forward-looking statements. We intend that such forward-looking statements be subject to the safe harbor provisions created by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Forward- looking statements that were true at the time made may ultimately prove to be incorrect or false. We caution you not to place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this presentation. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in the presentation include but are not limited to: (i) market disruptions and economic conditions experienced by the economy or real estate industry as a whole and the local economic conditions in the markets in which our properties are located; (ii) our ability to renew expiring leases and lease vacant spaces at favorable rates or at all; (iii) the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (iv) the availability of cash flow from operating activities to fund distributions and capital expenditures; (v) our ability to raise capital in the future by issuing additional equity or debt securities, selling our assets or otherwise to fund our future capital needs; (vi) our ability to strategically acquire or dispose of assets on favorable terms or at all; (vii) our level of debt and the terms and limitations imposed on us by our debt agreements; (viii) our ability to retain our executive officers and other key personnel; (ix) unfavorable changes in laws or regulations impacting our business or our assets; and (x) factors that could affect our ability to qualify as a real estate investment trust. The forward-looking statements should be read in light of these and other risk factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission. The modeling, projections, analyses, and other forward-looking information prepared by CoStar Portfolio Strategy, LLC (“CoStar”) and presented herein are based on financial and other information from public and proprietary sources, as well as various assumptions concerning future events and circumstances that are speculative, uncertain and subject to change without notice. Actual results and events may differ materially from the projections presented. All CoStar materials set forth herein (“CoStar Materials”) speak only as of the date referenced and may have materially changed since such date. CoStar does not purport that the CoStar Materials herein are comprehensive, and, while they are believed to be accurate, the CoStar Materials are not guaranteed to be free from error, omission or misstatement. CoStar has no obligation to update any of the CoStar Materials included in this document. All CoStar Materials are provided “as is,” without any guarantees, representations or warranties of any kind, including implied warranties of merchantability, non-infringement, title and fitness for a particular purpose. To the maximum extent permitted by law, CoStar disclaims any and all liability in the event any CoStar Materials prove to be inaccurate, incomplete or unreliable. CoStar does not sponsor, endorse, offer or promote an investment in the securities of TIER REIT, Inc. You should not construe any of the CoStar Materials as investment, tax, accounting or legal advice.


 
32 5950 Sherry Lane, Suite 700 Dallas, Texas 75225 www.tierreit.com 972.483.2400 ir@tierreit.com