2c506785817b055dc8974103140e48c7.ppt
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Lexington Realty Trust 2006 FBR Investor Conference November 28, 2006
Safe Harbor This presentation, together with other statements and information publicly disseminated by Lexington and Newkirk, contains "forward-looking statements" within the meaning of Section 27 A of the Securities Act of 1933, as amended and Section 21 E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this presentation are forward-looking statements. All forward-looking statements contained herein speak only as of the date of this presentation. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of Lexington, Newkirk and their affiliates or industry results or the benefits of the proposed merger to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, difficulties encountered in integrating the companies, the satisfaction of closing conditions to the transaction, inability to realize or delays in realizing the expected synergies, unanticipated operating costs and the effects of general and local economic and real estate conditions. Additional information or factors which could impact the companies and the forward-looking statements contained herein are included in each company's filings with the Securities and Exchange Commission. The companies assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. 2
Merger Transaction
Merger Overview Summary Form of Transaction Cash Distribution On December 29, 2006 Newkirk Realty Trust, Inc. (“Newkirk”) will merge with and into Lexington Corporate Properties Trust (“Lexington”). Fixed exchange ratio of 0. 80 Lexington common shares for each share of Newkirk common stock. Newkirk operating partnership units will undergo a reverse split on the basis of the 0. 80 exchange ratio and will be redeemable (on a one-to-one basis post-reverse split) into Lexington shares. In connection with the closing of the merger, Lexington anticipates making a one-time cash distribution of $0. 17 per share to Lexington shareholders and unitholders. Dividend Policy New Name 4 Annualized dividend expected to increase by 2. 7% to $1. 50 per share upon consummation of the merger, which represents a current yield of approximately 7. 0%. Dividend yield ranks favorably among peer group average of 6. 8%. Will continue trading under existing ticker (NYSE: LXP) but under the new name Lexington Realty Trust.
Merger Overview Lexington Realty Trust will be the premier net lease platform § Creates the largest publicly traded, pure play single tenant focused real estate company in the United States – Nearly doubles equity value and increases the company’s enterprise value to approximately $4. 8 billion (1) – Enhances access to capital markets and attractive financing opportunities § Improves tenant credit quality, geographic and asset diversification and market penetration § Expands growth opportunities across multiple business lines, including core and specialty properties, an attractive debt investment platform, institutional joint venture relationships and other single tenant related lines of business § Combines two highly experienced management teams with complementary skill sets that include expertise in traditional single tenant focused investing and large-scale strategic/opportunistic portfolio transactions with single tenant properties (1) Based on Lexington’s closing share price on 11/16/06 of $21. 50 per share and reported results as of 9/30/06. 5
Strategic Rationale
Strategic Rationale Increases Critical Mass, Diversification and Market Penetration Improves Tenant Credit Quality with Majority Investment Grade Tenants Enhances Geographic and Asset Diversity with East Coast and West Coast Concentrations Strengthens Balance Sheet and Improves Financial Metrics Expands Investment Opportunities Combines Complementary Skill Sets 7
Strategic Rationale The merger creates the largest publicly traded, pure play net lease company in the United States with significant scale, critical mass and market penetration (1) Calculated by multiplying 11/16/06 share price by shares and units outstanding as of 9/30/06 and adding debt (net of cash) and the liquidation preference of preferred stock as of 9/30/06. 8
Strategic Rationale The combined company’s high quality assets will be majority occupied by investment grade tenants Investment Grade Tenants Increase to 55% (1) 9 “Investment Grade” indicates a rating by S&P of BBB- or better or a rating by Moody’s of Baa 3 or better, but not necessarily both.
Strategic Rationale Geographic diversity concentrates earnings in core growth markets and reduces exposure to regional downturns 10
Strategic Rationale With more than 350 properties spread across the United States, the combined company will have a significantly diversified earnings base Maintains Asset Diversity Increases Presence in High Growth Rental Markets (1) The specific states listed are not necessarily the largest in the portfolio. 11
Strategic Rationale Strengthens balance sheet and improves financial metrics § Net cash is expected to be approximately $75 million. Strong Cash Position § Net debt-to-enterprise value is expected to be approximately 50%. Conservative Leverage Moderate Payout Ratio 12 § Lexington’s common share annualized dividend is expected to increase to $1. 50 per share. § FFO and AFFO payout ratios are expected to be approximately 83% and 70%, respectively, based on the 2007 guidance midpoints.
Strategic Rationale Combined Company Management Michael L. Ashner Executive Chairman and Director of Strategic Acquisitions E. Robert Roskind Co-Vice Chairman Richard J. Rouse Co-Vice Chairman and Chief Investment Officer T. Wilson Eglin Chief Executive Officer, President and Chief Operating Officer Patrick Carroll Executive Vice President and Chief Financial Officer John B. Vander Zwaag Executive Vice President of Portfolio Management Lara S. Johnson Executive Vice President of Strategic Acquisitions Board of Trustees § § § 13 Lexington will increase the size of its Board of Trustees to 11 Trustees, including six independent Trustees. Lexington will nominate eight Trustees. Newkirk will nominate three Trustees: Michael L. Ashner, Richard Frary and Clifford Broser.
Growth Opportunities
Growth Segments Corporate Users Merchant Builders Existing Leases Sale/leasebacks Build-To-Suit Purchases Financially strong landlord Forward commitments Reliable closer Estate planning Expansion Capacity Facilitates construction financing Not a “ 1031” investor Liquid security Long-term hold 15 Nationwide owner UPREIT Structure Tax deferred exit strategies Portfolio benefit
Joint Ventures Enhance Diversification & Returns Private capital commitments mitigate dependence on capital markets • Portfolio diversification reduces vacancy risk and credit exposure • Fee income offsets corporate operating costs and generates higher returns with less risk. • NYCRF URS LSAC Investment Grade Tenants BB Credit Tenants BB credit tenants Major Markets Forward Commitments Special use properties Large transactions ($15 million) 65% leverage C-corp structure 60% leverage 16 LION 60% leverage High leverage
Balance Sheet Overview 17
Above Average Dividend Yield As of October 31, 2006 Source: NAREIT 18
Stellar Market Performance Total returns 10/22/93 – 09/30/06 Russell 2000 Source: Bloomberg 19 S&P 500 NAREIT LXP
Key Strategies to Enhance Value • • • 20 Grow and expand our joint venture program business lines. - Fee income generates higher ROE with less risk and offsets corporate overhead - Diversify capital risk Continually evaluate portfolio - Prune non-core holdings - Exit slower growth markets - Mitigate vacancy risk Increase future cash flow and grow net asset value - Strategic acquisitions and dispositions - Disciplined, effective capital allocation - Asset improvement initiatives
Proven Ability to Add Value 1993 IPO 1994 -1995 Active asset management: dispositions, leasing, refinancing 1996 -1997 Acquisitions with OP Units, common shares issued at premium to NAV, own account acquisitions 1998 -2000 Capital recycling: developed joint venture business, repurchased 1. 4 million shares at a $10. 62 per share 2001 -2005 Significant equity issuance at premium, purchase of assets at “par”, three additional joint venture programs, locked in low cost, long-term financing, enhanced asset management capabilities 2006 21 Selective acquisitions, focus on joint ventures, asset improvement initiatives, capital recycling and strategic merger
Summary The combination of two highly experienced and complementary management teams positions the combined company to exploit a broad range of growth opportunities and to achieve longer term earnings stability Established Net Lease Acquisition and Disposition Track Record Successful Opportunistic Investment History Extensive Single and Multi-Tenant Leasing and Re-Leasing Skills Better Company for Exploiting Additional Revenue Opportunities Established Institutional Joint Venture Relationships Established Net Lease Debt Platform Strong Asset Management Capabilities Extensive and Complementary Industry Relationships and Sourcing Networks 22
Lexington Realty Trust 2006 FBR Investor Conference November 28, 2006
2c506785817b055dc8974103140e48c7.ppt