On SLIDE 7, we provide an overview of the due diligence and negotiation process that occurred between REIT II and PECO in connection with this transaction.
PECO’s board of directors engaged BofA Merrill Lynch as its lead financial advisor and Citigroup Global Markets and Goldman Sachs as financial advisors. Latham and Watkins served as legal advisor. The special committee of REIT II engaged Morgan Stanley as exclusive financial advisor and Hogan Lovells as exclusive legal advisor.
After eight months of negotiations, the PECO Board and Special Committee of REIT II were able to come to an agreement with the help of their financial and legal advisors. The lead financial advisors performed various financial analyses of each company and delivered opinions to the respective Boards, based upon and subject to the various limitations, qualifications, and assumptions set forth in the opinions, as to the fairness from a financial point of view of the consideration offered.
A summary of each opinion, including information on the analyses performed, will be included in the joint proxy statement.
Additionally, as part of the transaction, REIT II’s Special Committee will have the right to actively solicit alternative proposals for 30 days following the execution of the merger agreement. This process provides additional assurance to our shareholders that they are receiving a fair value in this transaction.
Moving to SLIDE 8, we will now discuss the many strategic benefits of the transaction.
This merger of highly complementary portfolios will create a $6.3 billion internally-managed REIT that owns and operates 323 grocery-anchored shopping centers comprising 36.7 million square feet located across 33 states.
Given the combined portfolio’s enhanced size, scale, and financials, the company will have improved access to the capital markets, which can be used to support strategic investments to drive future growth opportunities.
Most critically, the greater scale and an internal management structure will significantly enhance REIT II shareholders’ prospects for a liquidity event, as these features result in better valuations in the public equity markets as compared to small and externally-managed REITs. In fact, Externally-advised REITs trade, on average, at a 10 to 15% discount to internally-managed REITs.
It is also important to note that REIT II will not pay any internalization or disposition fees in connection with the transaction.
Further, the advisory agreement between REIT II and PECO will be terminated, meaning REIT II will no longer pay any acquisition, asset management, or disposition fees to PECO. To put this into context, during 2017, REIT II paid $13.9 million in advisory fees to PECO. These fees will be eliminated going forward.
By integrating with PECO, REIT II shareholders will benefit from an improved growth profile, as PECO’s third-party investment management business provides additional avenues for potential future growth.
This transaction is anticipated to be accretive to REIT II FFO on arun-rate basis after 2018. Additionally, we estimate that the pro forma FFO for the combined company would have been approximately 105% of total distributions for Q1 2018, which is a meaningful improvement from 95% for stand-alone REIT II prior to the merger.
Post transaction, ourpro-forma leverage ratio will improve, and our balance sheet will be well positioned for future growth as Devin will explain in more detail in a few minutes.
Among the operational benefits of this transaction, we anticipate a smooth, efficient integration process as PECO has acquired and managed each REIT II property from day one. As such, the PECO team is intimately familiar with each market, each property, and their tenants. Operational efficiencies will come from the consolidation and simplification of our reporting and corporate structure, and removing or reducing certain duplicative external costs.
To summarize, this transaction better positions the combined company for a full cycle liquidity event with its increased size, scale, and simplified operating structure.
3