Filed by Mid-America Apartment Communities, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Colonial Properties Trust
Commission File No.: 1-12358
The following presentation was presented to investors on August 6, 2013:
Capital Markets Update
August 2013
Exhibit 99.1 |
2
MAA overview
$4.7
billion
total
market
capitalization,
165
Properties,
49,113
Units
$8.7 billion total market capitalization, post merger
Second largest multifamily REIT based on unit count: 85,000 units, post
merger 19+ year established public company platform
Diversified across 13 states and 45 markets
14 states and 50 markets, post merger
Long-tenured management team; sophisticated public company board of
directors A+ to B quality portfolio; appealing to broadest segment of rental
market Average age of 15 years
96% same store occupancy at June 30
Average same store revenue per unit of $971 for 2Q13
Focus on the
High-Growth
Sunbelt
Region
High Quality
Portfolio
Compelling
Growth Model
Investment
Grade Balance
Sheet
Significant
deal
flow;
$1.1
billion
in
acquisitions
(avg
age
4.4
years)
over
last
5
years
$232 million development and lease-up pipeline (6 properties with 1,774
units)
$439 million active multifamily development and lease-up pipeline (12
properties with 3,274 units), post merger
Active in both large and secondary markets across Sunbelt region
Investment grade rated balance sheet
Debt/Market Capitalization of 36%
Debt/Gross Assets of 43%
Unencumbered asset gross book value $2.2 billion |
2Q13 results ahead of expectations
FFO per diluted share and unit of $1.27, 12% growth over
2Q12 and $0.05 above the midpoint of guidance previously
provided.
1
Same store results over 2Q12:
NOI increased 5.5%
Revenue increased 4.4%, supported by a 4.1% increase in
average effective rent
Occupancy increased 0.1%, ending the quarter at 96.0%
(1) Excludes $5.7 million of merger related expenses.
Acquired 2 properties totaling 576 units for $71.1 million
and sold 4 properties totaling 1,044 units for $74.0 million.
3 |
$2.87
$3.00
$3.20
$3.33
$3.55
$3.73
$3.79
$3.77
$3.98
$4.57
$4.93
2003³
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013E
FFO / share
$2.34
$2.34
$2.35
$2.38
$2.42
$2.46
$2.46
$2.46
$2.51
$2.64
$2.78
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013E
Dividend / share
-50
0
50
100
150
200
250
300
350
06/30/03
06/29/04
06/29/05
06/29/06
06/29/07
06/28/08
06/28/09
06/28/10
06/28/11
06/27/12
06/28/13
MAA
MSCIUS REIT Index
Multifamily peers
%
Proven strategy and long term
outperformance
(2) 1Q & 2Q 2013 dividends / share annualized
Note: Multifamily peers include AIV, AVB, BRE, CLP, CPT, EQR, ESS, HME, PPS,
UDR 2
4
321%
219%
179%
(3) Excludes the write-off of original issuance costs for preferred
shares redeemed (4) Mid point of 2013E FFO / share guidance
4
3
MAA dividend growth 10 years MAA FFO growth 10
years Total return performance 10 years |
5
Strategy
5
Build
Consistent
Growing Cash
Flow
Reduce
Volatility
Establish
Competitive
Strengths
Disciplined
Capital
Deployment
Maintain
Strong
Balance Sheet
Strategy
Retain ready access to unsecured debt market; retain balanced debt strategy Focus on
high-growth region and markets Appeal to wide range of rental
market Maintain young portfolio
Diversify across both large and secondary markets
Maintain strong balance sheet; access to capital
Maintain organizational stability
Maintain disciplined approach to new development
Capture significant deal flow; leverage cost of capital and execution
capabilities Use scale to drive higher operating margins
Attract and retain top-tier talent
IRR focused capital deployment model
Regional expertise provides in-depth market knowledge
Robust due diligence program
Maintain investment grade metrics
Maintain minimal and very manageable new development exposure
|
Full cycle outperformance
MAA has generated higher average growth combined with lower volatility than
peers Same store NOI growth
6
MAA average: 3.2%
Peer average: 3.1%
MAA 2009
trough: (1.8%)
(8.0)%
(6.0)%
(4.0)%
(2.0)%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
2005
2006
2007
2008
2009
2010
2011
2012
2013
MAA
Multifamily peers
Peer 2009
trough: (4.7%)
Source: Green Street Residential Sector Update May 30, 2013
Note: Multifamily peers include BRE, CLP, CPT, ESS, HME, PPS, UDR
|
Enhanced diversification across
high-growth Sunbelt Region post merger
Continued commitment to a portfolio strategy focused on high-growth markets
across the Sunbelt Region allocated across both large and secondary
markets, to capture superior risk-adjusted performance over the full market cycles
Portfolio distribution
by total units ¹
less than 2,000 Units
2,0005,000
Units
greater than 5,000 Units
Note: Includes all multifamily properties, including
stabilized, lease up and joint venture communities
(1) Breakdown based on number of total multifamily
2Q13 NOI, including stabilized, lease-up and joint
venture communities (at share)
Distribution by large markets
Large Markets
% of Same Store 2Q13 NOI
1
Dallas / Fort Worth
11.5%
2
Raleigh
6.8%
3
Atlanta
6.7%
4
Austin
6.4%
5
Charlotte
6.1%
6
Nashville
4.7%
7
Jacksonville
4.5%
8
Tampa
3.4%
9
Orlando
3.3%
10
Houston
3.1%
61
%
of total
Distribution by secondary markets
Secondary Markets
% of Same Store 2Q13 NOI
1
Memphis
3.9%
2
Charleston
3.5%
3
Savannah
3.4%
4
Birmingham
2.7%
5
Richmond
2.6%
6
Greenville
1.9%
7
Jackson
1.7%
8
Little Rock
1.4%
9
Columbus
1.3%
10
Lexington
1.1%
39
%
of total
Note: Other large markets includes 3 additional MSAs; Other secondary markets
includes 27 additional MSAs (2) Distribution
based
on
number
of
same
store
multifamily
2Q13
NOI
7
Nevada
Arizona
Texas
Missouri
Arkansas
Alabama
Kentucky
Virginia
North
Carolina
South
Carolina
Georgia
Florida
Mississippi
Tennessee
2
2 |
Synergy and enhanced value creation
potential through merger
Significant overlap in asset footprint creates potential
for overhead synergies and operating margin
improvement
Significant overlap in technology to drive and track
performance, leading to minimal business disruption
Opportunity to improve cost structure by leveraging a
combined business platform across a significantly
larger asset portfolio; efficiencies from scale
Estimated total run-rate annual synergies of $25mm
Potential for additional synergies include improved debt
costs and opportunities for scale efficiencies
Strengthened platform through integration of best
practices of both companies
Dominant Sunbelt region platform drives superior deal
flow and execution capabilities
Market Station -
Kansas City, MO
Colonial Grand at Double Creek -
Austin, TX
8 |
Merger timeline
Announcement
June 3, 2013
Expected Close
September 2013
Full Integration
December 2014
April 2014
Identified $25M of synergies:
75% personnel
25% non-personnel
Numerous due-diligence site
visits
Exchange of non-public
financial information; extensive
due diligence and valuation
analysis
Pre-announcement review with
Rating Agencies; day of
announcement up-grade by
S&P and reaffirmation of ratings
by Moodys and Fitch
Lender consents on $2.6 billion
in debt
Numerous joint management
site visits
Final management structure in
place
Formally launch new corporate
identity
Estimate 40-50% of synergies
realized
Consolidated financial reporting
and forecasting capabilities fully
in place
Early integration efforts
complete
Estimate capturing 70-80% of
synergy opportunity
Realize 100% of synergy
opportunity
Full systems integration
complete
All legacy CLP commercial
assets sold
9 |
Significant presence in both large and
secondary, high growth markets
Source: Moodys
Note: Highlighted markets represent 59% of New MAAs multifamily portfolio (weighted by
units) U.S. average: 2.0%
Large markets with meaningful presence
Major non-MAA markets
10
3.7%
3.2%
3.2%
3.0%
2.8%
2.6%2.6%
2.5%
2.3%
2.3%
2.1%
2.0%
2.8%
2.4%
2.1%
2.0%
2.0%
1.8%1.8%1.8%
1.6%
1.5%
1.4%
1.2%
0.8%
5-year projected employment growth CAGR (%)
MAAs combined new, large markets are on a weighted average basis projected
to show 2.8% job growth over the next 5 years vs. U.S. average of 2.0% |
New MAA will have an enhanced full cycle
market focus across the Sunbelt region
Top 10 markets by NOI
2Q13 unit count by market
% of 2Q13 same store NOI by market
1
2
3
4
5
6
7
8
9
10
MAA
DFW
Jacksonville
Nashville
Memphis
Houston
Atlanta
Raleigh
Austin
Tampa
Greenville
CLP
Charlotte
DFW
Raleigh
Austin
Atlanta
Orlando
Charleston
Savannah
Birmingham
Richmond
New MAA
DFW
Raleigh
Atlanta
Austin
Charlotte
Nashville
Jacksonville
Memphis
Charleston
Tampa
Markets with 5-year projected employment growth above national average
11
54.8%
69.1%
61.0%
45.2%
30.9%
39.0%
MAA
CLP
New MAA
Large markets
Secondary markets
24,866
24,252
49,118
23,091
10,037
33,128
MAA
CLP
New MAA
Large markets
Secondary markets
47,957
34,289
82,246 |
External growth
acquisition activity
Price
Cap
(000s)
Units
Rate
Age
MAA Acquisitions by Year
(wholly-owned):
2009
78,300
$
1,064
6.9%
4
2010
230,050
$
2,138
6.0%
1
2011
362,515
$
3,055
5.9%
3
2012
345,075
$
2,451
5.6%
6
2013 YTD
103,642
$
886
5.9%
4
1,119,582
$
9,594
5.9%
4
MAA Dispositions by Year
(wholly-owned):
2009
29,800
$
840
7.0%
27
2010
-
$
-
2011
23,950
$
534
6.5%
27
2012
113,200
$
2,254
6.8%
23
2013 YTD
74,000
$
1,044
6.6%
23
240,950
$
4,672
6.7%
24
12
Active capital redeployment |
New MAA will have enhanced deal flow
opportunities
MAA purchase: Sept. 2011
MSA: Dallas, TX
Acquisition price: $47mm
Total units: 456
Year built: 2008
Occupancy: 96%
MAA purchased: July 2012
MSA: Atlanta, GA
Acquisition price: $64mm
Total units: 349
Year built: 2008
Occupancy: 92%
CLP purchase: March 2013
MSA: Orlando, FL
Acquisition price: $43mm
Total units: 280
Year built: 2009
Occupancy: 95%
CLP purchase: Nov. 2012
MSA: Dallas, TX
Acquisition price: $43mm
Total units: 306
Year built: 2006
Occupancy: 95%
13
Legends at Lowes Farm
Colonial Reserve at Las Colinas
Colonial Grand at Windemere
Allure at Brookwood |
New MAA will maintain a disciplined
approach to new development
Expected stabilized NOI yield between 7% and 8%
Active multifamily development pipeline ($mm, except per unit costs)
Total
1,802
$120.0
$122.8
$242.8
$135
Total
Expected
MSA
Units
to Date
to Complete
Total
Per Unit
Stabilization
MAA
River's Walk
Charleston
270
27.1
$
6.3
$
33.4
$
124
$
4Q14
220 Riverside
Jacksonville
294
10.7
$
29.7
$
40.4
$
137
$
4Q15
Subtotal: MAA
564
37.8
$
36.0
$
73.8
$
131
$
CLP
CR at South End
Charlotte
353
38.6
$
20.7
$
59.3
$
168
$
4Q14
CG at Ayrsley Phase II
Charlotte
81
8.3
$
0.8
$
9.1
$
112
$
4Q13
CG at Randal Lakes
Orlando
462
35.7
$
21.3
$
57.0
$
123
$
1Q15
CG at Lake Mary III
Orlando
132
3.8
$
12.3
$
16.1
$
122
$
2Q14
CG at Bellevue Phase II
Nashville
220
4.0
$
25.3
$
29.3
$
133
$
Subtotal: CLP
1,248
90.4
$
80.4
$
170.8
$
131
$
Total
1,812
128.2
$
116.4
$
244.6
$
135
$
Cost
Expected Cost
14 |
%
of unencumbered assets New MAA capital structure
39.2%
debt / market capitalization
Note: As of 8/1/13. Includes pro rata share of unconsolidated joint venture
debt Floating vs. fixed rate debt
Unsecured vs. secured debt
Strong investment grade balance sheet
capital structure profile
15 |
Debt
/ LTM EBITDA LTM fixed charge coverage ratio
Source: Company filings, SNL Financial
(1) EBITDA includes $25mm of synergies pro forma for the transaction
Debt / gross assets
Secured debt / gross assets
Moodys
Baa1
BBB
BBB+
BBB
BBB
BBB
S&P
BBB+
BBB+
Baa1
Baa3
Baa2
Baa2
Baa2
Baa2
Moodys
Baa1
BBB
BBB+
BBB
BBB
BBB
S&P
BBB+
BBB+
Baa1
Baa3
Baa2
Baa2
Baa2
Baa2
Moodys
Baa1
BBB+
BBB
BBB+
BBB
BBB
S&P
BBB
BBB+
Baa3
Baa1
Baa2
Baa2
Baa2
Baa2
Moodys
Baa3
BBB
BBB+
BBB+
BBB
BBB
S&P
BBB+
BBB
Baa1
Baa2
Baa1
Baa2
Baa2
Baa2
1
BBB+
BBB+
BBB+
NR
BBB+
Fitch
NR
NR
BBB+
NR
BBB+
NR
BBB+
Fitch
BBB+
NR
GAV($bn)$17.3
$3.3
$7.1
$4.3
$28.0
$8.8
$6.2
GAV($bn)
$3.3
$7.1
$4.3
$17.3
$28.0
$8.8
$6.2
$7.8
$7.8
NR
BBB+
BBB+
BBB+
NR
Fitch
BBB+
NR
NR
BBB+
BBB+
BBB+
NR
Fitch
BBB+
NR
Investment grade balance sheet metrics
16
1
4.5x
6.0x
6.0x
6.3x
6.4x
6.5x
7.9x
8.1x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
AVB
CPT
PPS
EQR
BRE
New
MAA
ESS
UDR
4.6x
3.8x
3.5x
3.5x
3.4x
3.0x
2.7x
2.7x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
3.5x
4.0x
4.5x
5.0x
AVB
CPT
PPS
EQR
New
MAA
ESS
BRE
UDR
14%
15%
17%
22%
22%
23%
24%
29%
0%
5%
10%
15%
20%
25%
30%
35%
PPS
CPT
BRE
AVB
EQR
New
MAA
UDR
ESS
33%
35%
38%
39%
42%
43%
47%
51%
30%
35%
40%
45%
50%
55%
AVB
PPS
CPT
BRE
EQR
New
MAA
UDR
ESS |
Opportunity
MAA is currently priced at a multiple and
implied cap rate discount to the sector
average.
Implies long term same store earnings growth
rate is 100bps lower than sector; actual is
fully in line with sector
Actual historical results and current position
suggest otherwise
MAAs historical long-term internal same
store growth (and overall FFO growth)
performance exceeds the sector average;
established record of exceeding regional
market
performance levels and sector
averages.
Implied 10 Year IRR
MAA outperforms by 100 bps on unleveraged basis
with continued cap rate discount.
MAA
outperforms
by
175
bps
on
a
leveraged
basis.
1
MAA outperforms by 370 bps on a leveraged basis by
capturing the sectors current average cap rate.
17
5.4%
6.4%
3.0%
3.0%
0%
2%
4%
6%
8%
10%
Sector Average
MAA
Market Implied Cap Rate
Same Store Growth
Total Implied Unleveraged Return
Source: Current cap rates from BMO REIT Equity Weekly July 29, 2013;
2004-2013YTD (1)
Represents amplification of outperformance on a margin basis: 50%/50% cash/debt and
5% interest rate.
same store growth from Green Street Residential Sector Update May 30, 2013 |
Strategy and long-term outlook
Optimize cash flow growth through full-cycle
Support growing and secure dividend
Deliver superior long-term risk-adjusted returns
Focus on high-growth Sunbelt markets
Prudent capital deployment practices
Disciplined approach to new development
Proactive capital recycling program
Build competitive advantages in local markets
Develop New MAA brand value
18 |
High quality, well located properties in
large markets
19
Bella Casita at Las Colinas
Tattersall at Tapestry Park Allure
at Brookwood 1225 South Church
Charlotte, NC Phase I 2010 Acquisition
Phase II
Development
Atlanta, GA 2012 Acquisition
Jacksonville, FL 2011 Acquisition
Dallas, TX 2010 Acquisition |
High quality, well located properties in
secondary markets
20
Haven at Blanco
Rivers Walk
Charleston, SC Development Market
Station Kansas City, MO 2012 Acquisition San
Antonio, TX 2012 Acquisition
Ridge at Chenal Valley
Little Rock, AR Development |
Eric Bolton, MAA
CEO
901-248-4127
eric.bolton@maac.com
Al Campbell, MAA
CFO
901-248-4169
al.campbell@maac.com
Leslie Wolfgang, MAA
Investor Relations
901-248-4126
leslie.wolfgang@maac.com
Jennifer Patrick, MAA
Investor Relations
901-435-5371
jennifer.patrick@maac.com
21
Certain matters in this presentation may constitute forward-looking
statements within the meaning of Section 27-A of the Securities Act of
1933 and Section 21E of the Securities and Exchange Act of 1934. Such statements include, but are not limited
to, statements made about anticipated economic and market conditions,
expectations for future demographics, the impact of competition, general
changes in the apartment industry, expectations for acquisition and joint venture performance, ability to
pay dividends and the ability to obtain financing at reasonable rates. Actual
results and the timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number of factors, including a
downturn in general economic conditions or the capital markets, competitive
factors including overbuilding or other supply/demand imbalances in some
or all of our markets, changes in interest rates and other items that are difficult to control
such as the impact of legislation, as well as the other general risks inherent in
the apartment and real estate businesses. Reference is hereby made to the
filings of Mid-America Apartment Communities, Inc., with the Securities and Exchange
Commission, including quarterly reports on Form 10-Q, reports on Form
8-K, and its annual report on Form 10-K, particularly including
the risk factors contained in the latter filing.
|
Additional Information about the Proposed
Merger Transaction and Where to Find It
In
connection
with
the
proposed
transaction,
MAA
expects
to
file
with
the
SEC
a
registration
statement
on
Form
S-4
that
will
include a
definitive
joint
proxy
statement
of
MAA
and
Colonial
Properties
Trust
that
also
constitutes
a
prospectus
of
MAA.
MAA
and
Colonial
Properties
Trust
also
plan
to
file
other
relevant
documents
with
the
SEC
regarding
the
proposed
transaction.
INVESTORS
ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC
IF
AND
WHEN
THEY
BECOME
AVAILABLE,
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION.
You
may
obtain a free copy of the definitive joint proxy statement/prospectus and other
relevant documents filed by MAA and Colonial Properties
Trust
with
the
SEC
at
the
SECs
website
at
www.sec.gov.
Copies
of
the
documents
filed
by
MAA
with
the
SEC
will
be
available
free
of
charge
on
MAAs
website
at
www.maac.com
or
by
contacting
MAA
Investor
Relations
at
901-682-6600.
Copies
of
the documents filed by Colonial Properties Trust with the SEC will be available
free of charge on Colonial Properties Trusts website at
www.colonialprop.com or by contacting Colonial Properties Trust Investor Relations at 205-250-8700.
MAA
and
Colonial
Properties
Trust
and
their
respective
directors
and
executive
officers
and
other
members
of
management
and
employees
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
in
respect
of
the
proposed
transaction.
You
can
find
information about MAAs executive officers and directors in MAAs
definitive proxy statement filed with the SEC on March 22, 2013.
You can find information about Colonial Properties Trusts executive officers
and directors in Colonial Properties Trusts definitive
proxy
statement
filed
with
the
SEC
on
March
13,
2013.
Additional
information
regarding
the
interests
of
such
potential
participants will be included in the joint proxy statement/prospectus and other
relevant documents filed with the SEC if and when they become available. You
may obtain free copies of these documents from MAA or Colonial Properties Trust using the sources
indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended. 22
|