EX-99.(C)(IX) 12 d754513dex99cix.htm EXHIBIT (C)(IX) Exhibit (c)(ix)

Exhibit (c)(ix)

 

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FOR INTENDED RECIPIENT ONLY Project Creedence Presentation to the Special Committee January 18, 2024 GLOBAL BANKING AND MARKETS


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Table of Contents Sections 1. Situation Overview 2. Peer Benchmarking 3. Company Forecasts 4. Financial Assessment 5. Conclusion 1 GLOBAL BANKING AND MARKETS


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Situation Overview Section 1


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Scope of Review For the purposes of developing our financial assessment (“Financial Assessment”) concerning Creedence (the “Company”), we have among other things: – Reviewed publicly-available financial statements, MD&A, supplemental information, Annual Information Forms, and other business and financial information of the Company; – Reviewed forward-looking projections provided by Company management to Scotiabank to use in connection with its financial analyses (the “Company forecasts”); – Participated in meetings and discussions with representatives of the Company to discuss the business, operations, financial position and certain other financial and operating data of the Company; – Reviewed the reported prices and trading history for the Company’s common shares as compared to the reported prices and trading histories of comparable companies we considered relevant; – Compared the financial performance of the Company with that of certain other publicly-traded companies we considered relevant; – Compared the financial metrics of the transaction with the financial metrics of other precedent real estate transactions we considered relevant; – Conducted in-person property tours of key markets and select assets; – Reviewed various reports published by equity research analysts and industry sources regarding the Company, the residential housing industry and other publicly-traded companies we considered relevant; – Held discussions with the special committee; – Performed such other financial studies, analyses and investigations and considered such other factors as we considered necessary; – Reviewed the non-binding proposal letter from Python to the Company, dated January 2, 2024; – Received a certificate from the Company’s CEO and CFO containing certain representations with respect to the information provided by the Company to us; and – Received and reviewed the final terms of the proposed transaction reflected in a draft of the arrangement agreement, dated as of January 18, 2024 GLOBAL BANKING AND MARKETS 3


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Creedence – US$11.25 Per Share Offer Overview Key Offer Metrics All dollar figures in US$ millions, and share and unit figures in millions excluding per share values unless otherwise noted Current Offer Share Price $8.72 $11.25 Common Shares 272.6 272.6 Restricted Shares 0.7 0.7 Outstanding Treasury Shares 273.4 273.4 Deferred Share Units 2.3 2.3 Convertible Preferred Units—34.7 Stock Options 0.4 1.0 Total Dilutive Securities 2.8 38.1 Fully Diluted Shares Outstanding(1,2) 276.1 311.5 Equity Value $2,408 $3,504 Enterprise Value(3) $5,657 $6,461 Premium / (Discount) to: Base / Input Current Share Price $8.72—29.0% 20-Day VWAP(4) $9.02 (3.3%) 24.7% 30-Day VWAP(4) $8.81 (1.0%) 27.7% 60-Day VWAP(4) $8.18 6.6% 37.6% 90-Day VWAP(4) $7.92 10.1% 42.1% 52-Week High $9.56 (8.8%) 17.7% Trading / Offer Metrics Premium / (Discount) to Consensus NAV(5) $11.71 (25.5%) (3.9%) Premium / (Discount) to 12-Month Consensus Target Price(5) $9.85 (11.5%) 14.2% Premium / (Discount) to IFRS NAV(6) $14.30 (39.0%) (21.3%) Implied Price / 2024E FFO Multiple(5) $0.60 14.5x 18.6x Implied Price / 2024E AFFO Multiple(5) $0.47 18.4x 23.8x Implied Forward Cap Rate(7,8) $343 6.0% 5.3% EV per Home ($)(8) 21,840 $260,000 $297,000 Source: FactSet; Bloomberg; Company filings Note: Figures presented are at proportionate share as at Q3 2023 except share information is as at December 31, 2023, unless noted otherwise; market pricing as at January 17, 2024 (1) Treasury stock method utilized to determine Fully Diluted Shares Outstanding; performance share units assumed to be settled in cash and are factored into the enterprise value (2) Fully Diluted Shares Outstanding components were provided by Company management to Scotiabank (3) Includes preferred units (US$295 million) (for current only), debt (US$3,103 million) and cash balances net of cash settlement of performance share units (US$149 million for current, US$146 million at offer) per Company management (4) Volume weighted average prices based on U.S. ticker (NYSE:TCN) (5) Per consensus analyst estimates (6) IFRS NAV Investment Property value based on Home Price Index / (8) EV adjusted for Canadian income producing properties, Canadian developments, BPO methodology 4 and U.S. developments as per Q3 2023; strategic capital value based on analyst (7) Per consensus forward SFR NOI research GLOBAL BANKING AND MARKETS


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Relative Price Performance Since October 31, Creedence is up 31.5% compared to the 9.6% average for peers and 16.6% for the broader U.S. REIT sector Historical Price Performance Indexed to 100 | % Creedence INVH AMH RMZ 160.0 1 Oct 31, 2023: 2 Nov 7, 2023: 3 Dec 13, 2023: FOMC 4 Jan 2, 2024: Revised Initial proposal Creedence meeting referenced 2024 proposal received for 140.0 withdrawn published Q3 results rate cuts US$11.10 per share +31.5% 120.0 +16.6% +11.5% +7.6% 100.0 80.0 Consensus NAV (% Change) 110.0 105.0 100.0 95.0 (7.9%) 90.0 U.S. 10-Year T-Bill Yield (%) 5.00% 4.50% (80 bps) 4.00% 3.50% Oct-31-2023 Nov-10-2023 Nov-20-2023 Nov-30-2023 Dec-10-2023 Dec-20-2023 Dec-30-2023 Jan-9-2024 Source: FactSet Note: Market pricing as at January 17, 2024 GLOBAL BANKING AND MARKETS 5


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Peer Benchmarking Section 2


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Peer Benchmarking Premium / (Discount) to NAV(1) 2024E FFOx / AFFOx(1,2) 2024E FFOx 2024E AFFOx 23.8x 22.7x (3.9%) 21.1x 18.6x 20.1x 18.4x 17.7x (9.2%) 14.5x (15.7%) (25.5%) Creedence Creedence Creedence Creedence (At Offer) (At Offer) Forward Implied Cap Rate(1,3) Enterprise Value & Market Cap US$ billions Market Cap Enterprise Value 6.0% $28.0 5.7% 5.3% 5.0% $19.2 $20.4 $6.5 $5.7 $14.6 $2.4 $3.5 Creedence Creedence Creedence Creedence (At Offer) (At Offer) Source: FactSet, Company filings Note: Market pricing as at January 17, 2024 (1) Per consensus analyst estimates (2) Based on calendar year (3) Peer forecast NOI per analyst research GLOBAL BANKING AND MARKETS 7


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Peer Benchmarking (Cont’d) Net Debt to LQA EBITDA & Investment Grade Rating(1) Fixed vs. Floating Rate Debt % Total Debt Fixed Rate Floating Rate W.A. Interest Rate 4.5% 4.0% 3.8% 10.4x 78% of 99% of BBB (Stable) BBB (Stable) floating rate floating rate 27.4% debt is debt is 44.9% subject to subject to SOFR caps fixed rate (ranging swaps 5.4x from 2.85—5.0x 5.09%) 100.0% Weighted average 72.6% Creedence term of 1.8 weighted years 55.1% average term is 0.2 years Creedence Creedence Average Monthly Rent Number of Homes US$ per month AMR Average Age Of Home Proportionately Owned Total Managed Homes 27 years 17 years 25 years 88,353 $2,321 $2,086 $1,815 62,028 37,478 85,758 59,679 21,840 Creedence Creedence Source: FactSet, Company filings, Company materials, analyst research Note: As at Q3 2023 (1) Credit rating as per S&P GLOBAL BANKING AND MARKETS 8


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Peer Benchmarking (Cont’d) Creedence Portfolio Overview Home Count (Total) 37,478 62,028 88,353 Home Count 21,840 59,679 85,758 (Proportionate) EV ($ million) $5,657 $19,196 $28,030 Market Cap ($ million) $2,408 $14,646 $20,376 Geographic Breakdown (SH NOI)(1) Texas Other Texas 13.4% 13.1% Midwest US 4.0% Southeast US Southeast US Southeast US Midwest US 3.8% 18.5% 3.2% 39.6% Texas 32.6% 11.1% Western US Midwest US Florida Western US 28.6% 14.9% 30.2% Florida Florida 43.4% Western US 15.2% 12.6% 15.7% Operating Metrics Average Monthly Rent $1,815 $2,086 $2,321 Average Occupancy 94.5% 95.6% 97.5% Average Sq. Ft. 1,700 1,991 1,872 Average Rent PSF $1.07 $1.05 $1.24 Loss-to-Lease ~15% / ~11%—12%(2) 6.0%—8.0%(3) 5.0%—7.0%(3) SH New / Renewal / 6.9% / 6.7% / 6.8% 7.2% / 7.1% / 7.2% 5.2% / 6.6% / 6.2% Blended Rent Growth SH Annualized Turnover(4) 17.6% 30.1% 24.0% SH NOI Growth (YTD) 6.1% 4.6% 4.4% SH NOI Margin (YTD) 68.7% 64.3% 67.6% G&A as a % of NOI (LQA) 16.6% 8.2% 9.6% Source: Company filings Note: As at Q3 2023, pro forma disclosed transactions made to date, unless otherwise disclosed; all figures are presented at proportionate share in US$, unless noted otherwise; market pricing as at January 17, 2024 (1) Midwest U.S. is comprised of IL / IN / MI / OH; Southeast U.S. is comprised of GA / NC / SC / TN; Western U.S. is comprised of AZ / CA / CO / NV / UT / WA (2) Based on same portfolio and total portfolio, respectively (3) Per analyst reports (4) Based on a trailing six quarter average GLOBAL BANKING AND MARKETS 9


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Company Forecasts Section 3


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Historical and Forecast Performance Company expects cash flow growth to moderate in its 5-year forecast – 8.0% NOI CAGR for SFR Forecasted NOI growth driven by the following: – Same Home NOI Growth: Moderating to 6.0% throughout the forecast (vs. 7.3% between 2020 to 2023E, average of 9.0% from 2017 – 2019) – External Growth: Deceleration in net acquisition volume to ~2,100 homes per year through the forecast period (vs. ~3,600 homes per year since 2018) – ~6,700 net homes acquired during 2021 and 2022 on an annual basis Historical SFR SHNOI(1) Average Growth Segmented Company Forecasts 2017 to 2019 9.0% US$ millions 2020 to 2023E 7.3% Single-Family Rental – NOI 2024E to 2028E 6.0% $399 $432 $351 $310 $318 $325 $276 $222 $198 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E Strategic Capital – Core FFO $192 $204 $78 $106 $125 $122 $68 $71 $37 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E Adjacent Real Estate Businesses – Core FFO $46 $46 $25 $34 $25 $25 $27 $36 $22 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E Source: Company forecasts, company filings Note: All figures are presented at proportionate share (1) Prior to 2021, same home NOI growth was disclosed on a consolidated basis GLOBAL BANKING AND MARKETS 11


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Financial Assessment Section 4


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Financial Assessment Discounted cash flow (“DCF”) analysis based on the Company’s forecast (unlevered) DCF—Discount rate range based on CAPM WACC calculation (supplemented by cap rate approach) Terminal cap rate based on discount rate less long-term growth U.S. SFR Based on a stabilized 2024E NOI Direct Cap Applied cap rates based on review of comparable transactions, public market precedents and comparable companies, and detailed discussions with the Company arts P the Income Producing of Carrying value as per financial statements —Fair value of stabilized properties based on 3rd party appraisals supplied by the Company Sum—Approaches utilized within 3rd party appraisals include comparables, DCF and direct capitalization – Canadian Multi-Family alue Development V financial statements Carrying value as per Asset—Fair value largely based on 3rd party appraisals supplied by the Company Net—Approaches utilized within 3rd party appraisals include comparables, DCF and direct capitalization Development Carrying value as per financial statements U.S. Residential—Based on present value of proportionate cash flows discounted between 17% to 20% (as per 3rd party appraisals supplied by the Company) Source: Company forecasts, Company filings GLOBAL BANKING AND MARKETS 13


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Financial Assessment (Cont’d) Strategic Capital EV / AUM based on select North American asset manager precedents Normalized per discussions with Company management Corporate 2024E corporate overhead capitalized at a multiple between 6.0x to 7.0x Overhead—Parts Removal of public company costs the of Sum – Debt Based on current principal outstanding with mark-to-market adjustment Value Asset Net Other Assets and Other non-real estate assets and liabilities, including working capital based on carrying value Liabilities Deferred Tax Based on present value of expected future liability per Company forecast Liability Source: Company forecasts, Company filings GLOBAL BANKING AND MARKETS 14


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Financial Assessment (Cont’d) Precedent Transactions – Consensus NAV Review of premium / discount to unaffected share price and premium / discount to consensus analyst NAV for select all-Premiums / Change cash precedent real estate M&A transactions of Control Observations Premiums Premium / discount to consensus analyst NAV and FFO multiples for comparable public sector comps Comparable Public Market—SFR: AMH and Invitation Homes Comparables—U.S.: Camden Property Trust, IRT, Mid-America Apartments, and UDR—Selected based on geographic exposure Research Analyst Reviewed consensus analyst estimates (price targets) (1) Price Targets Observations Market Historical Trading Reviewed 52-week high and low (1) For reference only GLOBAL BANKING AND MARKETS 15


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Financial Assessment Summary $14.05 U.S. SFR Peer Range For Reference Only U.S. SFR & MF Peer Range $12.94 $12.44 $12.11 $11.34 $11.43 $11.00 Current Offer(1) Price: $11.25 $10.64 $10.68 $10.54 $9.56 $9.82 $9.85 $9.88 $9.59 Current Share Price: $9.20 $8.72 $7.97 $7.79 $6.53 Sum of the Parts Sum of the Parts Premium to Premium to Premium (Discount) to Price to Consensus Research 52-Week DCF Direct Cap Approach Consensus NAV Unaffected Trading Price Consensus NAV FFO Multiple 1-Year Target Price (2,3) High / Low(3) Based on Company Based on takeout forecast Based on takeout premiums from (i) 2024E SFR NOI premiums from (i) Based on (i) U.S. SFR Based on (i) U.S. SFR Based on Company Canadian REITs; (ii) Based on research Summary estimate (adjusted Canadian REITs; (ii) U.S. peers; and (ii) U.S. Multi- peers; and (ii) U.S. Multi- Based on trading price forecasts U.S. SFR; (iii) and U.S. analyst estimates 2023E stabilized figure) SFR; (iii) and U.S. Multi- Family peers Family peers Multi-Family M&A and applied portfolio cap Family M&A precedents precedents rate 2024E Stabilized NOI of Consensus NAV Current Share Price Consensus NAV Consensus 2024E FFO High: Broker 3 WACC of 9.0% to 10.0% High: Jul-27-2023 $334 million $11.71 $8.72 $11.71 $0.60 (Jan-8-2024) Main Drivers U.S. SFR U.S. SFR: Terminal Cap Rate Selected range of Selected range of premium (15.7%) to (9.2%) 17.7x to 20.1x Applied Cap Rate Range Low: Broker 11 Range of 5.25% to premium to cons. NAV to current share price Low: Oct-20-2023 of 5.25% to 5.75% (Nov-8-2023) 5.75% (10.0%) to 20.0% 10.0% to 30.0% U.S. Multi-family U.S. Multi-family: (21.4%) to (2.4%) 12.9x to 15.0x Note: All balance sheet adjustments (debt (US$3,103 million), adjacent residential businesses (US$689 million), MTM of debt (US$110 million), corporate net other assets / (liabilities) (US$100 million)) are per Company management and based on Q3 2023 disclosure and Company forecasts; share count comprised of 273.4 million treasury shares outstanding, 2.3 million deferred share units, 34.7 million of convertible preferred units, and 3.6 million of options outstanding prior to exercise per Company management; market pricing as at January 17, 2024 Source: Based on Company forecasts and public disclosure; research; public disclosure of comps and precedents; FactSet (1) Impact of suspended dividends reflects an offer price of $11.19 utilizing a cost of equity of 11.0% assuming suspension of upcoming quarterly dividend (2) Present value of Research 1-Year Target Price discounted based on cost of equity of 11.0% equates to a range of $7.18 to $9.91 (3) For reference only GLOBAL BANKING AND MARKETS 16


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Sum of the Parts – DCF Key Assumptions Summary Results US$ millions, except per share figures WACC of 9 Low High WACC .00% to 10.00% Discount Rate 10.00% 9.00% Terminal Adj. (Discount Rate Less Growth) 5.75% 5.25% Terminal value calculated based on terminal cap rate Terminal Value PV of Cash Flows $468 $479 of 5.25% to 5.75% (WACC less long-term growth) PV of Terminal Value $4,851 $5,562 5-year cash flow forecast starting in 2024 per SFR JV-4 Pro-Rata Recap Proceeds(1) $478 $478 Analysis Range Company forecasts Investment Properties—SFR $5,797 $6,519 Adjacent Residential Businesses $689 $689 Adjacent Canadian MF and U.S. Residential Developments Strategic Capital $244 $406 Residential valued based on carrying value in Company financial Debt ($3,103) ($3,103) Businesses statements Mark-to-Market Adj. to Fixed Rate Debt $110 $110 Capitalized Value of Corporate Overhead ($167) ($195) EV / AUM based on asset manager precedents PV of Taxes Payable ($25) ($28) Strategic Capital—3% to 5% of 3rd party AUM Corporate Net Other Assets / (Liabilities) ($100) ($104) PV of Deferred Income Tax Liabilities ($388) ($258) Net Asset Value $3,056 $4,036 Normalized per discussions with Company Fully Diluted Shares Outstanding 311 312 management Corporate Net Asset Value per Share $9.82 $12.94 2024E corporate overhead capitalized at a multiple Overhead between 6.0x to 7.0x Single-Family Rental Portfolio – Forecast Summary—Removal of public company costs US$ millions unless otherwise noted Unlevered CF Summary 2024E 2025E 2026E 2027E 2028E Present value of estimated interest savings based on Revenues $479 $496 $543 $597 $641 Company’s below market in-place fixed debt as per Expenses ($161) ($171) ($191) ($198) ($209) Company calculation Net Operating Income $318 $325 $351 $399 $432 Adjustment for Deferred Income Tax Liabilities based Other (2) on present value of expected future liability per Total Capex ($100) ($104) ($107) ($107) ($112) Company forecasts Working Capital and Other ($13) ($1) ($6) ($7) $6—5-year present value applied on 50% to 75% of the Net Acquisitions ($48) ($176) ($187) ($209) ($44) 2028E balance Unlevered CFs $157 $45 $52 $75 $283 Note: All balance sheet adjustments are based on Q3 2023 disclosure; Fully Diluted Shares Outstanding components were provided by Company management to Scotiabank Source: Based on Company forecast and public disclosure; public disclosure of comps and precedents (1) Represents pro-rata gross proceeds from the sale of an interest in a portfolio of SFR forecasted to close in 2024 (2) Includes recurring capex, value enhancing capex, ancillary revenue capex and deferred renovation capex GLOBAL BANKING AND MARKETS 17


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Summary WACC Analysis (CAPM) – SFR Calculations WACC Sensitivity Tables Low High Unlevered Beta Cost of Equity 0.35 0.45 0.55 0.65 0.75 15.0% 7.7% 8.3% 8.9% 9.5% 10.1% Selected Unlevered Beta(1) 0.55 0.70 Debt / 20.0% 7.7% 8.3% 8.9% 9.5% 10.1% Debt / Total Capitalization 25.0% 35.0% 25.0% 7.7% 8.3% 8.9% 9.5% 10.1% Implied Levered Beta 0.73 1.08 Total Cap 30.0% 7.7% 8.3% 8.9% 9.5% 10.1% Midpoint of Selected Equity Risk Premium Range(2) 6.0% 35.0% 7.8% 8.4% 9.0% 9.6% 10.2% Risk Free Rate(3) 4.4% Equity Risk Premium Cost of Equity (excl. Size Premium) 8.8% 10.9% 5.0% 5.5% 6.0% 6.5% 7.0% (4) 15.0% 8.3% 8.6% 8.9% 9.1% 9.4% Add: Size Premium 1.0% Debt / 20.0% 8.3% 8.6% 8.9% 9.2% 9.4% Cost of Equity 9.9% 11.9% 25.0% 8.4% 8.6% 8.9% 9.2% 9.5% Total Cap Target Cost of Debt 30.0% 8.4% 8.7% 8.9% 9.2% 9.5% 35.0% 8.4% 8.7% 9.0% 9.2% 9.5% Target Cost of Debt(5) 6.0% Marginal Tax Rate—Unlevered Beta 0.35 0.45 0.55 0.65 0.75 After-Tax Cost of Debt 6.0% 5.0% 7.4% 7.9% 8.4% 8.9% 9.4% WACC Calculation Equity Risk 5.5% 7.5% 8.1% 8.6% 9.2% 9.7% Cost of Equity 9.9% 11.9% 6.0% 7.7% 8.3% 8.9% 9.5% 10.1% Premium Equity / Total Capitalization 75.0% 65.0% 6.5% 7.9% 8.5% 9.2% 9.8% 10.5% 7.0% 8.1% 8.8% 9.5% 10.2% 10.9% After-Tax Cost of Debt 6.0% Debt / Total Capitalization 25.0% 35.0% WACC 8.9% 9.9% Selected WACC Range 9.0%—10.0% Source: Bloomberg, FactSet, Kroll (formerly Duff & Phelps) Note: Market data as of January 17, 2024 (1) Based on selected peer group 5-year monthly raw USD beta (regression vs. S&P 500 Index) as per Bloomberg (2) Midpoint of Scotiabank selected ERP range of 5-7% based on review of estimates from Kroll, Damodaran and other sources considered relevant (3) 20-year U.S. Treasury benchmark yield (4) Based on Kroll’s (previously Duff & Phelps) Cost of Capital guide as of December 31, 2022 (latest available) (5) Based on discussions with Company management 18


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Peer Beta Analysis – North American SFR Comparables SFR Comparable Peer Beta Analysis In US$ millions, excluding share price and unless otherwise stated Capital Structure % of Total Capital Share Equity Total Debt and Total Equity Total Debt and Beta Company Price Value Preferred Equity Capital Value Preferred Equity Raw(1) Unlevered U.S.—SFR Invitation Homes $33.11 $20,376 $8,634 $29,010 70.2% 29.8% 0.95 0.67 American Homes $35.24 $14,646 $4,793 $19,439 75.3% 24.7% 0.70 0.53 Mean 72.8% 27.2% 0.82 0.60 Median 72.8% 27.2% 0.82 0.60 Source: Bloomberg, FactSet Note: Market data as of January 17, 2024 (1) Based on peer group 5-year monthly USD beta (regression vs. S&P 500 Index) GLOBAL BANKING AND MARKETS 19


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Discount Rate – Real Estate Approach Cap Rate WACC Calculation Low High Nominal Cap Rate 5.25% 5.75% Long-Term NOI Growth Rate 3.50% 4.50% WACC 8.75% 10.25% Selected WACC 9.00% 10.00% Source: Cap rate range based on review of comparable transactions, public market precedents and comparable companies, and detailed discussions with the Company; Long-Term NOI Growth Rate based on analyst research reports GLOBAL BANKING AND MARKETS 20


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Sum of the Parts – Direct Capitalization Approach Key Assumptions Summary Results US$ millions, except per share figures Low High Calculated based growing in place rents and stabilizing 2024E Stabilized Nominal Capitalization Rate 5.75% 5.25% occupancy and margin Nominal NOI 2024E Stabilized Nominal NOI $334 $334—5% NOI growth applied Investment Properties—SFR $5,806 $6,359 Adjacent Residential Businesses $689 $689 Based on: Strategic Capital $244 $406—Review of comparable transactions; Debt ($3,103) ($3,103) Applied Cap Rate—Public market precedents and comparable companies; and Mark-to-Market Adj. to Fixed Rate Debt $110 $110—Detailed discussions with Company Capitalized Value of Corporate Overhead ($167) ($195) PV of Taxes Payable ($25) ($28) Adjacent Corporate Net Other Assets / (Liabilities) ($100) ($103) Canadian MF and U.S. Residential Developments valued PV of Deferred Income Tax Liabilities ($388) ($258) Residential based on carrying value in Company financial statements Businesses Net Asset Value $3,066 $3,877 Fully Diluted Shares Outstanding 311 312 EV / AUM based on asset manager precedents Net Asset Value per Share $9.85 $12.44 Strategic Capital—3% to 5% of 3rd party AUM 2024E Stabilized NOI Calculation US$ millions except percentage details and AMR / home count Normalized per discussions with Company management NOI Reconcoliation Corporate 2024E corporate overhead capitalized at a multiple Total Proportionate # of Homes 21,095 Overhead between 6.0x to 7.0x Multiplied by: AMR (December 2023) $1,832—Removal of public company costs AMR $39 Multipled by: Stabilized Occupancy and 12 Month Annualization 97% AMR (Adjusted for Stabilized Occupancy and Annualization) $450 Present value of estimated interest savings based on Company’s below market in-place fixed debt as per Multipled by: Other Revenue Adjustment (+5%) 105% Company calculation AMR and Other Revenue $472 Adjustment for Deferred Income Tax Liabilities based on Multipled by: Rent Collection Adjustment Other 99% present value of expected future liability per Company AMR and Other Revenue (Adjusted for Rent Collection) $468 forecasts—5-year present value applied on 50% to 75% of the 2028E Multipled by: Stabilized NOI Margin 68% balance NOI (Q4 2023E Annualized) $318 Multiplied by: NTM NOI Growth Factor (+5%) 105% Note: All balance sheet adjustments are based on Q3 2023 disclosure; Fully Diluted Shares Outstanding components were provided by Company management to Scotiabank NOI (2024E) $334 Source: Based on Company forecast and public disclosure; public disclosure of comps and precedents GLOBAL BANKING AND MARKETS 21


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Select North American All-Cash REIT M&A Precedents Select North American All-Cash REIT M&A Precedents – Since 2015 Figures presented in source currency Consideration Premium Paid (%) Date Enterprise Takeover Unaffected Cons. Announced Target Acquiror Asset Class Value ($B) Price % Cash Price(1) NAV(2) U.S. SFR Oct-2020 Front Yard Residential Pretium & Ares U.S. SFR US$2.4 US$16.25 100% 63.2% 22.5% Feb-2017 Silver Bay Realty Trust Corp Tricon Capital Group U.S. SFR US$1.4 US$21.50 100% 19.4% (11.1%) Mean 41.3% 5.7% U.S. Multi-family Feb-2022 Preferred Apartment Communities Blackstone U.S. Multi-Family US$5.8 US$25.00 100% 39.2% 25.8% Dec-2021 Bluerock Residential Blackstone U.S. Multi-Family US$3.6 US$24.25 100% 57.1% 47.8% Jul-2017 Monogram Residential Trust Greystar Growth and Income Fund U.S. Multi-Family US$3.4 US$12.00 100% 22.4% 3.5% Jun-2015 Home Properties Lone Star Global Acquisitions U.S. Multi-Family US$7.6 US$75.23 100% 9.2% 5.8% Apr-2015 Associated Estates Realty Brookfield Asset Management U.S. Multi-Family US$2.5 US$28.75 100% 65.1% 23.8% Mean 38.6% 21.3% TSX-Listed Nov-2022 Summit Industrial Income REIT GIC / Dream Industrial REIT Industrial C$5.9 C$23.50 100% 31.0% 20.0% Oct-2021 Cominar REIT Canderel-led Consortium Office, Retail, Industrial C$5.7 C$11.75 100% 13.0% (8.0%) Aug-2021 WPT Industrial REIT Blackstone REIT (BREIT) Industrial US$3.1 US$22.00 100% 17.1% 32.1% Feb-2020 Northview Apartment REIT Starlight / KingSett Multi-Family C$4.9 C$36.25 100% 11.5% 25.0% Sep-2019 Dream Global REIT Blackstone Office and Industrial C$6.2 C$16.79 100% 18.5% 1.9% Jun-2019 Pure Multi-Family REIT Cortland Partners U.S. Multi-Family US$1.2 US$7.61 100% 14.9% 5.1% Nov-2018 Agellan Commercial REIT Elad Genesis (El-Ad) Multi-Family C$0.7 C$14.25 100% 4.9% 4.3% Jan-2018 Pure Industrial Real Estate Trust Blackstone Property Partners Multi-Family C$3.8 C$8.10 100% 20.5% 26.6% Jan-2017 Milestone Apartments REIT Starwood Capital Group Industrial US$2.9 US$16.25 100% 8.6% 5.3% May-2016 InnVest REIT Bluesky Hotels and Resorts Office, Industrial and Retail C$2.1 C$7.25 100% 32.5% 35.3% Sep-2015 Amica Mature Lifestyles BayBridge Seniors Housing Industrial C$1.0 C$18.75 100% 113.0% 89.9% Jun-2015 Regal Lifestyle Communities Health Care REIT / Revera Shopping Centre C$0.8 C$12.00 100% 27.1% 29.4% Mean 26.1% 22.2% Mean (Excluding Amica) 18.2% 16.1% Source: Company filings and research reports Note: Includes most relevant all-cash REIT transactions in North America since 2015 (1) Based on unaffected share price of target at the date prior to being affected by merger or acquisition related news, inclusive of activism campaigns and publicly-disclosed unsolicited offers (2) Per consensus analyst estimates GLOBAL BANKING AND MARKETS 22


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Select North American Asset Manager Precedents Select North American Asset Managers Precedents – Last 5 Years US$ millions, unless otherwise stated Transaction Metrics Date Buyer Target Enterprise Value AUM EV / AUM May-2023 Franklin Templeton Putnam Investments $2,443 $184,606 1.3% May-2023 TPG Angelo, Gordon & Co. $2,700 $74,000 3.6% Jul-2023 Rithm Capital Sculptor Capital Management $916 $32,800 2.8% Apr-2022 DigitalBridge Group DigitalBridge Investment Management $2,540 $44,000 5.8% Mar-2022 AllianceBernstein Holding CarVal Investors $750 $14,300 5.2% Mar-2022 The Carlyle Group Assets Portfolio of CBAM Partners $787 $15,000 5.2% Jan-2022 UBS Group AG Wealthfront Corporation $1,400 $27,000 5.2% Nov-2021 Victory Capital WestEnd Advisors $480 $18,000 2.7% Oct-2021 Blue Owl Capital Holdings; Blue Owl Capital Carry Oak Street Real Estate Capital $950 $12,400 7.7% Sep-2021 Franklin Resources O’Shaughnessy Asset Management $300 $6,500 4.6% May-2021 Pendal Group Limited Thompson, Siegel Walmsley $320 $23,600 1.4% Mar-2021 Ares Management Corporation Landmark Partners $1,080 $18,700 5.8% Nov-2020 BlackRock Aperio Group $1,050 $36,000 2.9% Sep-2020 Mackenzie Investments / GWO Northleaf Capital Partners C$350 C$17,000 2.1% Oct-2020 Morgan Stanley Eaton Vance $9,037 $515,737 1.8% Jul-2019 Charles Schwab USAA IMCO—Brokerage & Managed Portfolio assets $1,800 $90,000 2.0% May-2019 Goldman Sachs United Capital Financial Partners $750 $25,000 3.0% Mar-2019 Onex Gluskin Sheff + Associates C$418 C$8,330 5.0% Mar-2019 Brookfield Oaktree Capital (62%) $7,742 $74,000 10.5% Mean 4.1% Source: Company filings and research reports GLOBAL BANKING AND MARKETS 23


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Public Market Comparables Price to 2024E FFO Multiple(1) 20.1x 17.7x 15.0x 14.5x 14.2x 12.9x Premium / (Discount) to NAV(1) (2.4%) (9.2%) (13.0%) (15.7%) (15.3%) (21.4%) Source: FactSet Note: Market pricing as at January 17, 2024 (1) Per consensus analyst estimates; inclusion of Multi-Family peers based on Sun-Belt region exposure GLOBAL BANKING AND MARKETS 24


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Creedence Analyst Research Summary Research Analyst Estimates US$ per share Broker Date of Most Recent Report 12-Month Target NAV 2024E FFO 1 Jan-15-2024 $10.50 $12.70 $0.60 2 Jan-9-2024 $10.00 $10.00 $0.61 3 Jan-8-2024 $11.00 $13.25 $0.61 4 Jan-4-2024 $9.50 n.a. $0.60 5 Dec-26-2023 $9.25 n.a. $0.60 6 Dec-18-2023 n.a. $11.96 n.a. 7 Dec-14-2023 $9.50 $13.00 $0.60 8 Dec-11-2023 $9.21 $11.71 $0.59 9 Nov-9-2023 $10.00 $11.00 $0.60 10 Nov-8-2023 $10.00 $12.00 $0.61 11 Nov-8-2023 $7.97 $9.78 $0.59 12 Nov-8-2023 $10.80 n.a. $0.61 13 Aug-8-2023 $10.50 n.a. $0.62 Consensus $9.85 $11.71 $0.60 Source: Research reports Note: Price targets are converted at the respective spot price as of the report date if quoted in C$ GLOBAL BANKING AND MARKETS 25


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Conclusion Section 5


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Valuation and Fairness Conclusion Formal Valuation In arriving at our opinion as to the fair market value of the common shares of Creedence, we have made qualitative judgements based on our experience and on prevailing circumstances as to the significance and relevance of each valuation methodology Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof that the fair market value of the common shares of Creedence is in the range of $9.80 to $12.90 per common share Fairness Consideration It is our opinion that, as of the date hereof, the consideration to be received by Creedence shareholders, other than Python and its affiliates, pursuant to the Transaction is fair, from a financial point of view, to such Creedence shareholders The consideration to be received by Creedence shareholders pursuant to the Transaction of US$11.25 per common share in cash: – Is within the range of fair market value of the common share as determined in the Formal Valuation – Represents a 29.0% and 42.1% premium to the closing price and 90-day volume-weighted average price on the NYSE on January 17, 2024, respectively All-cash offer provides certainty of value and liquidity to Creedence shareholders – Investors can realize the value of their investment – Proposal not subject to any express financing condition – Removes the risk and cost associated with Creedence remaining a public entity under the current macroeconomic environment Limitations We have relied on the information provided as being complete and accurate in all material respects Our valuation is based on current market conditions on the date hereof Our valuation does not address the relative merits of the potential transaction as compared to other alternatives Our opinion is subject to certain assumptions, limitations and qualifications which will be set out in our written opinion GLOBAL BANKING AND MARKETS 27


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Legal Notices The information contained in this presentation (“Presentation”) is being provided for information and discussion purposes only. An investment or a divestment decision should not be made solely on the basis of the contents of this Presentation. This Presentation is being provided upon the express understanding that no representation or warranty, express or implied, is made, or responsibility of any kind accepted, by The Bank of Nova Scotia, Scotia Capital (USA) Inc., Scotia Capital Inc. or any of their respective affiliates (collectively, “Scotiabank”TM), or their directors, shareholders, officers, employees, or agents with respect to the completeness or accuracy of the information, conclusions and opinions provided herein, or as to the achievement or reasonableness of any projections, targets, estimates, or forecasts, and nothing in this Presentation should be relied upon as a promise or representation as to the future. 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The Bank of Nova Scotia is a swap dealer provisionally registered with the US Commodity Futures Trading Commission and a security-based swap dealer conditionally registered with the US Securities and Exchange Commission. This Presentation is only for informational and marketing purposes and should not be construed as an opinion as to whether you should enter into any swap or security-based swap or trading strategy involving a swap or security-based swap. Any general transaction, financial, educational and market information contained in this Presentation is not intended to be, and does not constitute, a recommendation of a swap or security-based swap or trading strategy involving a swap or security-based swap. This Presentation is not intended to be individually tailored to your needs or characteristics and should not be viewed as a “call to action” or suggestion that you enter into a swap or security-based swap or trading strategy involving a swap or security-based swap. TMTrademark of The Bank of Nova Scotia, used under license (where applicable). Scotiabank is a marketing name for the global corporate and investment banking and capital markets businesses of The Bank of Nova Scotia and certain of its affiliates in the countries where they operate, including Scotia Capital (USA) Inc. (a US broker-dealer registered with the SEC and a member of FINRA, NYSE, NFA and SIPC) and Scotia Capital Inc. (registered with the Investment Industry Regulatory Organization of Canada and member of the Canadian Investor Protection Fund). Version February 17, 2022 GLOBAL BANKING AND MARKETS 28