Corporate Finance Group | Merkle

The Corporate Finance Group

Real Estate Advisory Services: Investment Banking Clients The Corporate Finance Group works with investment banks, sponsors and corporations in M&A situations when there is an owned real estate component.

We help investment banks drive value for their clients by identifying opportunities for real estate monetization in conjunction with both buy-side and sell-side transactions.

Sale Leasebacks

When/Why to Involve SJC

Value Arbitrage

Strategic Rationale

We often find a value arbitrage while evaluating real estate for a sale leaseback.

For M&A mandates with owned real estate at the target, our materials serve to provide bankers with an important informational advantage that can help drive an optimal outcome for your clients.

Any time the target is a single-digit EBITDA multiple business, there will almost certainly be an arbitrage between the underlying business valuation and the real estate value.

• For example if the business is valued at a 7.5x

EBITDA multiple and the owned real estate would garner an 8.0% cap rate, the real estate is effectively worth a 12.5x EBITDA multiple

• While the new SLB rent decreases Enterprise Value by 7.5x the new rent expense, the real estate is monetized at 12.5x the new rent expense, thereby creating immediate value equal to 5x the new rent

M&A Situations - Both Buy-Side and Sell-Side

Value-Add for Investment Banks Our initial work for investment banks involves materials that include:

• Real estate valuation in context of a sale leaseback

• Financial impact analysis aimed at evaluating

the potential benefits of an SLB, and how SLB proceeds would help capitalize the business acquisition

• Analysis of any inherent arbitrage between the business and real estate valuations

Owning the real estate is not typically part of most business acquirors’ investment theses.

When there is rationale for pursuing a sale leaseback, business acquirors will execute under one of two scenarios:

Investment banking clients are welcome to utilize SJC-prepared materials at any point during sell-side processes.

• Concurrent – We identify a buyer who can close on the real estate concurrent with acquiror’s close on the business acquisition

• Post-closing – We identify a buyer for the real

estate after the close of add-on or new platform acquisitions

For buy-side opportunities, should your client choose to pursue a sale leaseback, SJC will run a process tailored to meet your client’s timing and other objectives.

Strategic Objectives •

Fully understand our client’s strategic objectives before making recommendations

•

Ensure objectives are met by working collaboratively with management and key constituents

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Transactions • Sale Leaseback • Build-to-Suit • Equity & Debt • Ground Lease • Zero Cash Flow

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The experience of our Corporate Finance Group – across investment sales, sale leaseback, M&A and investment banking/advisory services – goes beyond the traditional real estate brokerage relationship, bringing unique capabilities to our clients. We exclusively work with public and private companies, private equity firms and franchisees evaluating and executing successful real estate capital strategies in order to maximize the value of real estate assets.

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Our Approach

Alternatives •

Clearly outline alternatives to management

•

Articulate key considerations, benefits and risks of alternative strategies

•

Provide clear and objective recommendations

Evaluation

Execution

•

Thoroughly analyze financing strategies and potential real estate monetization alternatives

•

Execute monetization strategies & transactions efficiently with the highest certainty of execution

•

Measure quantitative & qualitative impact

•

Ongoing senior team member involvement

•

Apply methodical and detailed approach to meet objectives

beyond transactions At Stan Johnson Company, we’ve specialized in net lease for more than 30 years.

By truly listening to our clients’ goals and tailoring net lease opportunities to their exact needs, we’ve closed more than 4,500 transactions exceeding $25 billion in volume nationwide.

With over 85 net lease brokers in ten offices, we have the largest collaborative team in the industry offering acquisition, disposition, pricing advisory and 1031 exchange services.

Our Corporate Finance Group is a division of Stan Johnson Company focused on advising corporations, private equity firms, and franchisees in evaluating real estate strategies and maximizing asset value.

Our dedicated team of professionals brings investment banking, corporate M&A, sale leaseback and commercial brokerage backgrounds with a combined $40+ billion of real estate transaction experience.

$25B

500+

$3.3B

$2B

More than 4,500 transactions exceeding $25 billion in volume

More than 500 transactions in 2017

More than $3.3 billion in transaction volume in 2017

More than $2 billion in sale leaseback transaction volume

Contact Broker

stanjohnsonco.com

Scott Merkle | smerkle@stanjohnsonco.com D (646) 845-8429 Stephen Cheng | scheng@stanjohnsonco.com D (646) 829-9237 Matt Wrobleski | mwrobleski@stanjohnsonco.com D (918) 794-9557