Market Overview – United States First Quarter 2010 Public Capital Party Continues; IPOs Seek Admission REITs HAVE GOT THE MO’ Market momentum from the rebound in 2009 pushed REITs higher still in the first quarter of 2010, as the RMS posted an 8.9% total return. REITs appear to have regained their footing after the widespread public market recapitalization of 2009 and continue to benefit from ready access to public capital. MSCI US REIT (RMS) S&P 500 NASDAQ 2004 31.5% 9.0% 8.6% 2005 12.1% 3.0% 1.4% 2006 35.9% 13.6% 9.5% 2007 -16.8% 3.5% 9.8% 2008 -38.0% -38.5% -40.5% 2009 Q1 2010 28.6% 8.9% 23.5% 4.9% 43.9% 5.7% Source: Bloomberg. NEW SENSE OF SECURITY IN UNSECURED MARKET While the unsecured debt market began showing signs of life in 2009, the first quarter of 2010 witnessed a complete revival. REITs issued $6.7 billion in unsecured debt, more than in any single quarter over the last 3 years. Concurrently, REITs continued to enjoy robust demand for common equity, with $2.3 billion issued in the quarter, led by DDR ($350 million) and HRP ($250 million). REIT Common Equity and Debt Issued $12 B PUBLIC CAPITAL PRICED TO DEAL During the 12 months ending March 2010, as the public markets led a massive recapitalization of the real estate industry, implied cap rates for REITs have plummeted nearly 300 bps. By the end of Q1 2010, implied REIT cap rates stood at 7.13%, 65 bps lower than Green Street’s estimated private market cap rates. Certainly the limited amount of deal volume makes it challenging to determine nominal cap rates – and transactions remained elusive in the quarter, with only $15 billion in total volume (although a 46% increase from Q1 2009, still 89% below peak quarterly volume in Q2 2007). Regardless, REITs are now well positioned to offer compelling pricing to sellers that have been reluctant to trade at recent price levels. With private capital poised to rebound in 2010 (with net inflows and a partial reversal of the denominator effect for many pension funds), a combination of public and private capital may begin to drive new deal flow going forward. Public vs. Private Cost of Capital 10.0% 9.0% Resurgence of public market 8.0% $10 B 7.0% $8 B 6.0% $6 B 5.0% $4 B 2000 2001 2002 2003 2004 2005 2006 Implied Public Market Cap Rate $2 B 2007 2008 2009 2010 Private Market Cap Rate Source: Green Street Advisors. $0 B 1Q06 2006 1Q07 2007 1Q08 Common Equity Issued 2008 1Q09 2009 1Q10 Unsecured Debt Issued SECTOR SPOTLIGHT: SENIORS HOUSING OUTPERFORMS SELECT IPOs ADMITTED, MANY STILL IN THE QUEUE The seniors housing sector (comprised of independent living, assisted living and Alzheimer’s care facilities) has demonstrated solid operating resilience through the recent downturn, with limited vacancy increases relative to core sectors and consistently positive rent growth (albeit with some concessions). Company Recently Priced IPOs Terreno Realty Piedmont Office Chesapeake Lodging Historically, the sector has also delivered superior total returns to investors as compared to the NCREIF Property Index (NPI) and its apartment sector component. As of Q1 2010, the seniors housing category generated a cumulative total return (including both income and appreciation components) that was over 2.5x its Q2 2003 value. This compares to 1.5x for the NPI and 1.4x for the apartment sector. Sources: NAREIT, M3 Capital. Looking to join the public sector soiree, a sizable number of REIT aspirants continue to wait for the velvet ropes to part. Pipeline Reunion Hospitality Trust Welsh Property Trust Hudson Pacific Properties Verde Realty Halvern Realty Americold Realty Callahan Capital Pyramid Hotels & Resorts NorthStar Healthcare Whitestone REIT Pricing / Filing Date Sector Offering Size CEO Feb-10 Feb-10 Jan-10 Industrial Office Lodging $201 M 200 M 173 M W. Blake Baird Donald A. Miller James L. Francis Mar-10 Mar-10 Feb-10 Jan-10 Dec-09 Dec-09 Dec-09 Dec-09 Dec-09 Nov-09 Lodging Office/Industrial Office Diversified Office Industrial Office Lodging Healthcare Diversified $250 M 345 M 265 M 300 M 400 M 660 M 500 M 275 M 200 M 50 M E. Jonathan Falik Scott Frederiksen Victor Coleman Ron Blankenship Dick Ziman Jozef Opdeweegh Timothy Callahan Richard Kelleher Steve Linehan James Mastandrea While IPOs totaling $574 million were completed in Q1 2010, the IPO pipeline comprised 10 companies targeting $3.2 billion – and the backlog has continued to grow. Despite ongoing interest in secondary offerings, investors are proving to be highly selective in allocating capital to new REIT strategies. Although the pipeline includes companies with sizable portfolios (i.e., throwing off highly desirable current income), several groups may be forced to seek private capital solutions to bolster their current portfolios and enable growth, thereby bridging the gap to an ultimate public offering. NCREIF Total Return by Sector 3,000 2,600 2,200 1,800 1,400 1,000 600 2003 2004 2005 Total NPI 2006 2007 Apartment 2008 2009 2010 Senior Living - Stabilized Seniors housing has benefitted from the need-driven nature of the product (particularly in the higher-acuity AL and ALZ components), while demographic trends (with anticipated 20% growth in the 75+ population over the next decade) point to a compelling growth profile in the sector. Source: NCREIF; US Census Bureau, NIC MAP. Source: Company filings, M3 Capital Partners. M3 CAPITAL PARTNERS IS A GLOBAL REAL ESTATE PRIVATE EQUITY INVESTMENT A N D A DV I S O RY F I R M T H AT M A K E S P R I N C I PA L I N V E S T M E N T S I N , A N D R A I S E S C A P I TA L F O R , S P E C I A L I Z E D REAL ESTATE OPERATING COMPANIES. WWW.M3CP.COM CHICAGO M3 Capital Partners LLC 233 S. Wacker Drive, 52nd Floor Chicago, Illinois 60606 Tel +1 312 499 8500 Fax +1 312 499 8585 HONG KONG M3 Capital Partners (HK) Limited Level 8, Two Exchange Square 8 Connaught Place Central, Hong Kong Tel +852 2168 0688 Fax +852 2168 0621 LONDON M3 Capital Partners Limited 180 Piccadilly, 6th Floor London, England W1J 9ER Tel +44 (0) 20 7280 3600 Fax +44 (0) 20 7280 3601 NEW YORK M3 Capital Partners LLC 630 Fifth Avenue, 32nd Floor New York, New York 10111 Tel +1 212 582 7210 Fax +1 212 582 7211 M3 Capital Partners LLC, member FINRA and SIPC; M3 Capital Partners Limited, authorised and regulated by the Financial Services Authority; M3 Capital Partners (HK) Limited, licensed with the Securities and Futures Commission. Information current as of March 31, 2010 unless otherwise noted. This United States market overview is provided, at no cost, to interested parties for information only. Please contact us if you do not want to receive future reports. This report does not represent an offer to buy or sell any securities and is neither investment advice nor investment research. Investment in any of the securities referenced herein involves risk of loss. Past performance is not indicative of future results.