A Transformational Transaction: A Highly Attractive Real Estate Portfolio and A Leading Real Estate Investment Manager Exhibit 99.3 |
2 Disclaimer This presentation may be deemed to be solicitation material in respect of the charter amendments to be presented to Cole Credit Property Trust III, Inc.’s (“CCPT III”) stockholders for consideration at the 2013 annual stockholders’ meeting of CCPT III. CCPT III expects to file a proxy statement with the Securities and Exchange Commission (“SEC”) in connection with the 2013 annual stockholders’ meeting. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement and other relevant documents filed with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by CCPT III with the SEC will be available free of charge by directing a written request to Cole Credit Property Trust III, Inc., 2325 East Camelback Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor Relations. CCPT III and its directors and executive officers and other members of management may be deemed to be participants in the solicitation of proxies in respect of the charter amendments to be considered at the 2013 annual stockholders’ meeting of CCPT III. Information regarding the interests of CCPT III’s directors and executive officers in the proxy solicitation will be included in CCPT III’s definitive proxy statement. This presentation contains a description of the merger agreement pursuant to which CCPT III will acquire Cole Holdings Corporation (“Cole Holdings”). A copy of the merger agreement will be filed as an exhibit to a Form 8-K CCPT III will file with the SEC. The description of the merger agreement contained in this presentation does not purport to be complete and is qualified in its entirety by reference to the full text of the merger agreement. |
3 Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which CCPT III operates, include beliefs of and assumptions made by CCPT III’s management, and involve risks and uncertainties that could significantly affect the financial results of CCPT III. Words such as “may,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” “would,” “could” and “should” and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving CCPT III and Cole Holdings, future financial and operating results, and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to earnings accretion, cash flow growth, AUM growth, rent and occupancy growth, changes in sales or contribution volume of developed properties, future dividend levels, an anticipated NYSE listing, increased liquidity, capital raising capabilities, availability of capital and general conditions in the geographic areas where we operate — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates, credit spreads, and foreign currency exchange rates, (iii) changes in the real estate markets, (iv) continued ability to source new investments, (v) increased or unanticipated competition for our properties, (vi) risks associated with acquisitions, (vii) maintenance of real estate investment trust status, (viii) availability of financing and capital, (ix) changes in demand for developed properties, (x) risks associated with the ability to consummate the merger and the timing of the closing of the merger, and (xi) those additional risks and factors discussed in reports filed with the SEC by CCPT III from time to time. CCPT III does not make any undertaking with respect to updating any forward-looking statements appearing in this presentation. |
4 A Highly Attractive Portfolio and A Leading Investment Manager COLE HOLDINGS PREMIER REAL ESTATE INVESTMENT MANAGER WITH COMPELLING GROWTH PROFILE CCPT III HIGH-QUALITY COMMERCIAL REAL ESTATE PORTFOLIO (1) BILLION COMMERCIAL REAL ESTATE AUM $12.4 99% OCCUPANCY BASED ON SQUARE FEET 76 MILLION SQUARE FEET (3 ) 47 350 PROFESSIONALS 36 INDUSTRY SECTORS 2,000 + PROPERTIES MANAGED 12.7 YEARS WEIGHTED AVERAGE REMAINING LEASE TERM (2) 34 YEARS COMMERCIAL REAL ESTATE EXPERIENCE • Proven Real Estate Investment Manager • Management Continuity • Accretive Transaction • Increased Dividend • Liquidity • Greater Access to Capital Markets • New Fee Income • Elimination of Management Fee Expense THE PROPOSED TRANSACTION WILL PROVIDE IMPORTANT BENEFITS, INCLUDING: 1,014 PROPERTIES OWNED Notes: See About the Data on page 22 for footnote information. Data is unaudited as of 12/31/2012. STATES |
5 Transformational Transaction |
6 Key Terms of the Transaction |
7 Second Largest Publicly-Traded REIT in the Net-Lease Sector Upon Listing Ranked by Gross Book Assets Source: Latest publicly available financials. 3. Spirit pro forma for CCPT II acquisition. All data per Spirit January 2013 Investor presentation. 4. Gross book assets plus disclosed real estate depreciation. Spirit gross book value represents the sum of Spirit 3Q12 and CCPT II 3Q12 disclosed numbers. 5. Gross book assets based on purchase price of total assets 6. Based on straight-line annualized rental revenue O (1) COLE REAL ESTATE INVESTMENTS (2) SRC (3) WPC LXP NNN EPR GROSS BOOK ASSETS (4) $ 9.6 $7.4 (5) $ 7.3 $ 4.7 $ 4.6 $ 4.3 $ 3.3 NUMBER OF PROPERTIES 3,528 1,014 2,012 423 220 1,622 182 SQUARE FOOTAGE (MM) ~50.0+ 43.1 54.3 38.5 41.2 19.2 13.9 NUMBER OF TENANTS N/A 562 300+ 124 N/A 300+ 250+ NUMBER OF STATES 49 + PR 47 48 41 + Europe 41 47 36 OCCUPANCY 98% 99% 99% 99% 97% 98% 98% WEIGHTED AVERAGE LEASE LENGTH (YRS) 11.4 12.7 (6) 10.6 8.9 7.1 12 N/A % OF RENT FROM TOP 5 TENANTS ~20% 20.7% (6) 29% 29% 13% 24% 52% % OF RENT FROM INVESTMENT GRADE TENANTS 34% 42% (6) 19% 34% 49% N/A N/A CREDIT RATINGS (S&P / MOODY’S) BBB / Baa1 N/A TBD N/A N/A BBB / Baa2 BB / Baa3 All metrics, except gross book assets, based on wholly-owned assets and consolidated joint ventures and excludes unconsolidated joint ventures, mortgage notes receivable and commercial mortgage-backed securities. Data is unaudited as of 12/31/2012. 1. 2. Pro forma for January 2013 closing on acquisition of ARCT. Data per Realty Income September 2012 Investor Presentation and 2012 10K. |
8 CCPT III: Property Type and Geographic Diversification GEOGRAPHIC DIVERSIFICATION Notes: Property Type Diversification based on purchase price of total assets. Geographic Diversification based on wholly owned assets and consolidated joint ventures and excludes unconsolidated joint ventures, mortgage notes receivable and commercial mortgage-backed securities. Data is unaudited as of 12/31/2012. PROPERTY TYPE DIVERSIFICATION 49.3% SINGLE-TENANT RETAIL 18.6% MULTI-TENANT RETAIL 17% SINGLE-TENANT OFFICE 7.5% SINGLE-TENANT INDUSTRIAL 4.8% DEBT INVEST. 2.8% JOINT VENTURE & CONSTRUCTION IN PROGRESS |
` CCPT III: Industry and Tenant Diversification CCPT III’s high-quality tenants represent industry leaders in the pharmacy, consumer goods, restaurant, home improvement and technology sectors 9 Notes: Trade names shown are those of tenants of properties owned by CCPT III. CCPT III is not affiliated or associated with, is not endorsed by, does not endorse, and is not sponsored by or a sponsor of the tenants or of their products or services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of their respective companies. Data is unaudited as of 12/31/2012. TOP 10 INDUSTRIES NUMBER OF LEASES % OF ANNUAL RENT TOP 10 TOTAL 1,074 60.6% RESTAURANT 324 10.3% GROCERY 72 9.0% DRUGSTORE 134 9.0% DISCOUNT STORE 220 7.6% HOME AND GARDEN 66 5.4% PET SUPPLIES 48 4.4% WAREHOUSE CLUB 7 4.3% HEALTHCARE 57 3.9% FINANCIAL SERVICES 60 3.5% CONVENIENCE STORE 86 3.2% TOP 10 TENANTS NUMBER OF LEASES % OF ANNUAL RENT WALGREENS 76 5.0% ALBERTSON'S 34 4.3% PETSMART 41 4.1% CVS 58 3.9% BJ'S WHOLESALE CLUB 3 3.4% APOLLO GROUP 1 2.6% WAL-MART 8 2.5% L.A. FITNESS 17 2.5% AMAZON.COM 3 2.5% KOHL'S 20 2.4% TOP 10 TOTAL 261 33.2% |
10 CCPT III: Long-Term Leases to High-Quality Tenants CREDIT RATING OF RATED TENANTS 37.6% BBB+ / BBB / BBB- 1.6% B- and Below 12.2% BB+ / BB / BB- 15.6% B+ / B 20.1% A+ / A / A- 12.9% AAA / AA+ / AA / AA- LEASE EXPIRATIONS 62.3% 10-20 YEARS 12.9% 7-10 YEARS 7.1% 20+ YEARS 9.3% 5-7 YEARS 3.1% 0-3 YEARS 5.3% 3-5 YEARS Notes: Lease Expirations based on straight-line rental revenue and assume no renewals are exercised. Based on annualized straight-line rental revenue, approximately 59.4% of CCPT III’s tenants are rated by S&P; of the 59.4%, approximately 70.6% are rated investment grade. S&P credit ratings are as of 1/16/2013. Data is unaudited as of 12/31/2012. |
Experienced Management Team and Platform 352 PROFESSIONALS CAPITAL MARKETS 140 PROFESSIONALS REAL ESTATE TRANSACTIONS REAL ESTATE STRATEGY REAL ESTATE OPERATIONS EXECUTIVE AND OTHER IT AND FACILITIES Sales, Shareholder Services, Investor & Broker Dealer Relationships, and Other Support Functions Acquisitions, Dispositions and Legal & Risk Management Underwriting and Investment Strategy & Research Real Estate Finance, Property Management & Operations, and Leasing Accounting, Human Resources, and Administrative Information Technology and Facilities Management JEFF HOLLAND, CFA HEAD OF CAPITAL MARKETS 16 YEARS OF EXPERIENCE BlackRock | Raymond James McKinsey & Company MITCHELL SABSHON CHIEF OPERATING OFFICER 27 YEARS OF EXPERIENCE Goldman Sachs | Lehman Brothers Skadden Arps THOMAS W. ROBERTS MANAGING DIRECTOR OF REAL ESTATE 25 YEARS OF EXPERIENCE Opus West | Koll Company KIRK McALLASTER, CPA CHIEF FINANCIAL OFFICER (REITS AND REAL ESTATE FUNDS) 21 YEARS OF EXPERIENCE Deloitte | Coopers & Lybrand DAVID LYNN, Ph.D. CHIEF INVESTMENT STRATEGIST 25 YEARS OF EXPERIENCE ING Clarion | AIG Global Real Estate AvalonBay Communities AARON HALFACRE, CFA CHIEF MARKETING OFFICER 15 YEARS OF EXPERIENCE BlackRock | Green Street Advisors STEPHAN KELLER CHIEF FINANCIAL OFFICER 20 YEARS OF EXPERIENCE UBS Seamless integration of the same real estate management platform that has acquired and managed the real estate assets of CCPT III since its inception CHONG P. HUAN HEAD OF TECHNOLOGY & INFRASTRUCTURE 20 YEARS OF EXPERIENCE Citi | AIG | New York Life MARC NEMER PRESIDENT AND CHIEF EXECUTIVE OFFICER 15 YEARS OF EXPERIENCE Latham & Watkins | Skadden Arps CHRISTOPHER H. COLE EXECUTIVE CHAIRMAN 34 YEARS OF EXPERIENCE Founder, Cole Real Estate Investments 42 PROFESSIONALS 15 PROFESSIONALS 59 PROFESSIONALS 79 PROFESSIONALS 17 PROFESSIONALS 11 |
12 Robust Real Estate Resources • Leasing Team: 10 • Enhances property values through high occupancy, balanced tenant mix, and attractive economics • Employs statistical analysis to drive economics and measure leasing performance • Utilizes a national geographic coverage model • Real Estate Acquisitions Team: 20 • “On the ground” deal sourcing team with – In-depth knowledge of primary, secondary and tertiary property markets – Strong, strategic relationships with leading national and regional brokerage firms • Over $3.9 billion of transactions in 2012: – $1.2 billion single-tenant retail – $1 billion multi-tenant retail – $1 billion office and industrial – Over $700 million of dispositions A broad range of real estate acquisition, portfolio strategy, financing, management, and leasing capabilities to optimize individual assets and entire portfolios • Underwriting Team: 9 – Credit/tenant underwriting – Site inspections • Investment Strategy and Research Team: 5 – 1 Post Doctorate, 1 Master of Quantitative Finance, 1 CFA – Market Research – Portfolio construction and optimization LEASING REAL ESTATE TRANSACTIONS REAL ESTATE STRATEGY • Property Management and Operations Team: 43 • Manages over 76 million square feet and over 2,000 properties • Capability to manage stand- alone properties as well as power centers • Utilizes regional geographic coverage model with offices in Phoenix, Atlanta, Chicago and Orlando • Oversees all major capital and repair projects, tenant expansions and build-to-suit program PROPERTY MANAGEMENT • Real Estate Finance Team: 7 • Obtains unsecured/secured lines of credit and first mortgage financing • Secured $1.65 billion worth of financing in 2012 REAL ESTATE FINANCE REAL ESTATE LEGAL • Finance and Accounting Team: 55 • 16 CPAs • 22 Big 4 public accounting alumni FINANCE & ACCOUNTING • Real Estate Legal Team: 21 • Provides transaction support and risk management |
13 Industry Leading Transactions Platform 1 U.S. SINGLE-TENANT ACQUISITIONS PAST TEN YEARS 3 ALL U.S. PROPERTY TYPES ACQUISITIONS PAST FIVE YEARS Real Capital Analytics, North America, US Transactions closed or under contract. Status dates: Excludes joint venture investments. Data as of December 31, 2012. 1 U.S. SINGLE-TENANT RETAIL ACQUISITIONS PAST TEN YEARS 1 U.S. SINGLE-TENANT OFFICE ACQUISITIONS PAST THREE YEARS # # # # |
14 Comprehensive Capital Raising Capabilities • Client Segmentation and Targeting Capability • Registered Investment Advisor Channel Demographics • Product Specialists • Thought-leadership Research • Sales Ideas • Partnership Campaigns • Industry Trends • Digital Marketing • Public Relations/ Advertising • Broker-Dealer Firms (1) : 480 Selling Agreements • Relationship Management Team: 13 • Campaigns: Customized to Partner Focus Themes • Number of Events in 2011: 501 • Co-sponsor Firm Events: 368 • “Essential Partner” Business Model A broad range of capital raising capabilities to meet the needs of our distribution partners • 2012 Assets Raised: $1.28 billion • Average Shareholder Investment : $36,000 • Number of Salespeople: 70 • Dedicated Virtual Team: 7 • Channels: Retail, Registered Investment Advisors, Institutional • Advisors with Sales: 13,375 • 2012 Market Share (2) : 12% • Consultative/Educational Approach • 19 Representatives • Investor Services: 160,000 • Shareholder Accounts • Average Daily Call Volume: 625 • New Business Transactions: 3,000/mo. MARKETING NATIONAL ACCOUNTS SALES CLIENT SERVICE • Used Across All Channels: Wirehouse, Independent Broker-Dealer, and Registered Investment Advisor • Uniform Compliance Process • Comprehensive Education and Training • Supervisory Oversight DISCIPLINED SALES PROCESS • Standard Non-listed REITs, Daily NAV Products, Limited Partnerships, Share Class Modeling, and Separate Accounts PRODUCT STRUCTURING MARKET INTELLIGENCE 1. Reflects participating dealer agreements entered into during offering stages of Cole Credit Property Trust III, Inc., Cole Credit Property Trust IV, Inc., Cole Corporate Income Trust, Inc. and Cole Real Estate Income Strategy (Daily NAV), Inc. Data is unaudited as of 12/31/2012. 2. Source: Robert A. Stanger & Co., Inc.; includes equity and mortgage LPs, LLCs, and non-listed REITs. |
Consistent Market Leadership Source: Robert A. Stanger & Co., Inc., based on annual capital raise by the sponsor. Notes: Healthcare Trust of America was distributed by American Realty Capital. The corporate logos used in this chart that are registered trademarks are the property of their respective owners. Cole is the only non-listed REIT sponsor on the leader board 5 years in a row TOP 5 REAL ESTATE SPONSORS 15 2008 2009 2010 2011 2012 1 st 2 nd 3 rd 4 th 5 th |
Immediately Accretive and Poised for Greater Growth Source: Robert A. Stanger & Co., Inc.; includes equity and mortgage LPs, LLCs, and non-listed REITs; ranking by sponsor. INDUSTRY GROSS SALES EQUITY RAISED ($ in billions) 2008 2009 2010 2011 2012 COLE MARKET SHARE 11% 16% 18% 16% 12% COLE RANKING #3 #1 #1 #2 #2 • Cole Real Estate Investments is continuously developing new products and seeking to open new channels for distribution • With the ability to offer multiple investment vehicles (e.g. listed shares, non-listed offerings), Cole Real Estate Investments will appeal to a broader range of current and potential investors • All future growth opportunities will directly benefit the CCPT III stockholders as income and valuation are realized • CCPT III is acquiring a large, profitable real estate investment manager on an immediately accretive basis • Assuming a $1.3 billion capital raise over a 12 month period, the asset management business would generate approximately $90 million in incremental revenue for the combined company • Over $6 billion has been raised in the past 5 years alone – Consistently averaging $100 million of new capital per month 16 $1.1 $1.0 $1.4 $1.3 $1.3 $9.6 $6.1 $8.1 $8.3 $10.3 $0 $2 $4 $6 $8 $10 $12 2008 2009 2010 2011 2012 COLE INDUSTRY CURRENT INCREMENTAL VALUE SIGNIFICANT GROWTH OPPORTUNITY |
17 Significant Market Share Opportunity Exists Notes: See About the Data on page 22 for footnote information. Past performance does not guarantee future results. • Cole has captured over 3% share of all real estate assets under management in the insurance and independent channels – Capturing 14% of new inflows invested into non-listed REITs on average for the past five years – Expectations of an incremental 5% opportunity from new advisors in Current Retail channel and 4% in New Core Retail channel • Replicating 3% share of institutional and subadvisory real estate allocations would equate to a significant opportunity – Attaining 1% share of all Institutional real estate allocations and 5% share of all subadvisory real estate allocations may be conservative – 3% share of these new distribution channels could be as much as $90 billion CHANNEL TOTAL AUM (2) MIN. REAL ESTATE ALLOCATION (2) COLE OPPORTUNITY (3) % OF TOTAL AUM REAL ESTATE (RE) AUM % OF RE AUM CAPITAL RAISE ASSETS (4) Current Retail $3.4T 6.6% $224B 5% $11B $22B Insurance and Independent Broker - Dealers (Fee and Commission) New Core Retail $8.6T 5.0% $430B 4% $17B $34B Wirehouse, Regional, Bank, RIA, and Bank Broker-Dealers Institutional $11.0T 7.0% $770B 1% $8B $16B Subadvisory $3.7T 5.0% $185B 5% $9B $18B TOTAL $27.0T 6.0% $1.6T 3% $45B $90B (1) |
18 Merger Benefits Summary SCALE • CCPT III is one of the largest REITs focused on the net-lease commercial real estate sector, and following a listing, Cole Real Estate Investments would be the second largest publicly-traded REIT in the net-lease sector CONSISTENCY • CCPT III stockholders will continue to benefit from the knowledge and operational efficiencies resulting from seamless integration of the same real estate management platform that has acquired and managed the real estate assets of CCPT III since its inception VALUE • Transaction is expected to be immediately accretive to CCPT III’s funds from operations and to support an increase in the Company’s annualized dividend rate to $0.70 per share upon closing LIQUIDITY • Stockholders will have even greater access to liquidity/flexibility to sell or retain shares based on public market value Represents opportunity to achieve a liquidity event substantially earlier than was previously anticipated for CCPT III stockholders ACCESS • Cole Real Estate Investments will have the opportunity not only to continue raising capital from retail distribution channels, but also to increase its access to institutional investors and related capital sources Better positioned to seek other accretive opportunities beyond organic capital raising opportunities GROWTH • Cole Real Estate Investments will benefit from its new income stream of fees earned from the management of other real estate vehicles as well as the efficiencies resulting from the elimination of its external management fees POTENTIAL • This transformational transaction creates a historic opportunity to participate in the next evolution of real estate asset management Making even more obtainable the goal of being the premier, trusted brand in real estate, and the most capable partner in delivering best-in-class long-term results Creating a new paradigm in real estate asset management that can provide financial advisors and investors with sound investment strategies and innovative investment vehicles |
19 Roadmap to Completion • List Cole Real Estate Investments on NYSE promptly after charter is amended • Announce transaction • Seek stockholder approval to amend CCPT III’s charter at the annual meeting June 2013 April - May 2013 • Expected closing in Q2 2013, subject to satisfaction of customary closing conditions and applicable regulatory approvals June 2013 |
20 About the Data Slide Notes: “A Highly Attractive Portfolio and A Leading Investment Manager” Slide Notes: “Significant Market Share Opportunity Exists” Based on wholly-owned assets and consolidated joint ventures and excludes unconsolidated joint ventures, mortgage notes receivable and commercial mortgage-backed securities. Data is unaudited as of December 31, 2012. Weighted Average Remaining Lease Term is based on annualized straight-line rental revenue. Total Square Feet includes building and ground-lease square footage. 1. 2. 3. 1. 2. 3. 4. As of 12/31/2012, Independent and Insurance AUM is $3.4T, and current allocation to real estate is 6.6% ($224B); Cole’s market share at $6.6B in capital raise ($12B in AUM) is 2.9%. New Flows share is a 5 year average (14.2% = $1.21B average Cole flows / $8.5B average industry flows) (Robert A. Stanger & Co., Inc.). AUM is as of the end of 2011 (Cerulli Associates). Current Retail allocation to real estate is 6.6% (Cerulli Associates). Other Minimum Real Estate Allocations are an average assumption based on Cerulli Associates, Investment News, and other publications. Cole Opportunity is our projection for market share within real estate allocations. Assets based on 50% loan-to-value ratio. |