EX-99.2 3 l15535aexv99w2.htm EXHIBIT 99.2 NEWS RELEASE FOR ACQUISITION DATED AUGUST 8, 2005 Exhibit 99.2
 

Mervyns Exhibit 99.2
Contact:   Michelle M. Dawson
Vice President – Investor Relations
Developers Diversified Realty
216.755.5455
Developers Diversified Realty and Macquarie DDR Trust Announce
Acquisition of Mervyns Real Estate Portfolio
Cleveland, OH, August 8, 2005 — Developers Diversified Realty (NYSE: DDR) and Macquarie DDR Trust (“MDT”) announced the formation of a new joint venture to purchase the real estate underlying 36 open and operating Mervyns stores. The joint venture will acquire the assets from Mervyns for $396.2 million and subsequently lease the assets to Mervyns for 15 years at an annual rent of $30.5 million, which equates to a weighted average rent of $11.12 per square foot. The pricing equates to a 7.7% initial cash cap rate and an 8.9% cap rate on a GAAP basis. The Purchase and Sale Agreement contains a contingent purchase price adjustment secured by a $25 million letter of credit from the seller payable in certain circumstances including termination of all Mervyns leases. Individual, triple net leases will encumber each property and the tenant will be responsible for all property level maintenance. The leases will provide for 2% annual rent increases and will generally include four five-year renewal options. The leases will be cross-defaulted. The transaction is expected to close in mid-September.
MDT is an Australian Listed Property Trust jointly managed by Developers Diversified and Macquarie Bank Limited (ASX: MBL), an international investment bank and leading advisor and manager of specialized real estate funds. In previous transactions with MDT, Developers Diversified has owned a 14.5% ownership interest in the joint venture. In this joint venture, Developers Diversified and MDT each own a 50% interest.
Scott Wolstein, Developers Diversified’s Chairman and Chief Executive Officer, commented, “I’m pleased to announce this transaction because it represents another example of our ability to identify and successfully execute creative and opportunistic acquisitions. The structure of the transaction provides us with a long-term, accretive income stream with limited operating risk. In addition, there will be virtually no G&A impact and no additional capital investment.”
Mr. Wolstein continued, “We are particularly excited to have structured this transaction with MDT, providing additional diversity to its portfolio and investment strategy. MDT continues to be a highly beneficial joint venture partner, providing us with an efficient means of accessing capital.”
Richard Sheppard, Chairman of Macquarie DDR Management Limited, the manager of MDT, noted, “This is an exciting transaction for MDT unitholders. The acquisition provides a diversified exposure to high quality real estate focused in California and a rental income

 


 

profile with internal growth potential above that of our existing portfolio. The transaction underscores the value to MDT unitholders of the relationship with Developers Diversified.”
The new joint venture agreement provides Developers Diversified with the same fee schedule that it receives from its MDT joint venture, including a one-time acquisition and advisory fee in relation to capital structuring and debt financing.
The joint venture expects to place cross-collateralized mortgage financing on the portfolio at a loan-to-value ratio of approximately 65%. The remaining equity contribution will be allocated on a 50% / 50% basis to Developers Diversified and MDT. Developers Diversified intends to fund its portion of the equity with proceeds generated from the sale of a substantial portion of its office and industrial portfolio, which was also announced today.
Daniel Hurwitz, Developers Diversified’s Senior Executive Vice President and Chief Investment Officer, commented, “This transaction is an important step toward expanding our footprint in the West, adding nearly two million square feet of California real estate, which includes one million square feet in the Los Angeles metropolitan area.”
Mr. Hurwitz added, “These assets are located in high quality market dominant community centers and enclosed regional malls where retail sites are extremely difficult to acquire at the pricing levels achieved.”
The portfolio aggregates 2.74 million square feet and is 100% occupied by Mervyns. Approximately 70% of the assets (25) are based in California, including nearly 1.0 million square feet in the Los Angeles metropolitan area and over 500,000 square feet in the San Francisco area. Additional stores are located in Arizona (5), Nevada (5) and Texas (1).
Approximately 85% of the properties (31) are owned in fee. Of the remaining assets, four are subject to a groundlease and one is a leasehold interest. Over 70% of the assets (26) are located in open-air shopping centers, with the balance of the portfolio either attached to an enclosed mall or located as a freestanding building associated with an enclosed mall.
A powerpoint presentation providing additional details on the transaction is available on Developers Diversified’s website at www.ddr.com, and a detailed property list is attached to this announcement.
Developers Diversified will conduct a conference call and an audio webcast on Tuesday, August 9, 2005 at 10:30 a.m. EDT. To access the conference call, dial 888-396-2356 at least ten minutes prior to the scheduled start of the call. When prompted, provide the access code: 16504431. The conference call will be recorded and available for replay beginning at 12:30 p.m., August 9, 2005 and will be available until 11:59 p.m., September 8, 2005. To access the conference call recording, please call 888-286-8010 and use the access code: 58450771. The conference call will be webcast by CCBN, www.ccbn.com, and can be accessed via the DDR web site, www.ddr.com.
Including this portfolio acquisition, Developers Diversified owns or manages over 500 operating and development retail properties in 44 states, plus Puerto Rico, comprising

 


 

approximately 114 million square feet. Developers Diversified is a self-administered and self-managed real estate investment trust (REIT) operating as a fully integrated real estate company which develops, leases and manages shopping centers. You can learn more about Developers Diversified on the Internet at www.ddr.com.
Macquarie DDR Trust is a listed property trust with assets of approximately $2.5 billion (as at 30 June 2005). More than $A23 billion in property assets is managed under the Macquarie brand across a portfolio of listed and unlisted property trusts, unlisted development funds and property investment syndicates, globally.
Developers Diversified Realty Corporation considers portions of this information to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including, among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area, competition from other available space, dependence on rental income from real property, the loss of a major tenant, constructing properties or expansions that produce a desired yield on investment or inability to enter into definitive agreements with regard to our financing arrangements or our failure to satisfy conditions to the completion of these arrangements. For more details on the risk factors, please refer to the Company’s Form on 10-K as of December 31, 2004.

 


 

ATTACHMENT:
MERVYNS PORTFOLIO PROPERTY LIST
                     
                MALL /    
    PROPERTY           SHOPPING   OWNERSHIP
    NAME   CITY / STATE   GLA   CENTER   INTEREST
 
1   Mervyn’s Plaza   Phoenix, AZ
(Chandler)
  74,862   SC   Owned
 
2   Superstition Springs
Regional Mall
  Phoenix, AZ
(Mesa)
  86,858   Mall   Owned
 
3   Deer Valley Center   Phoenix, AZ   81,009   SC   Owned
 
4   Silver Creek Place   Phoenix, AZ   76,214   SC   Owned
 
5   Santa Cruz Plaza   Tucson, AZ   76,126   SC   Owned
 
6   Anaheim Hills
Festival Center
  Los Angeles, CA
(Anaheim)
  77,883   SC   Owned
 
7   The County East
Shopping Center
  San Francisco, CA
(Antioch)
  75,339   Mall   Owned
 
8   Burbank
Town Center
  Los Angeles, CA
(Burbank)
  89,182   Mall   Ground Lease
 
9   Chino Town Square
Shopping Center
  Los Angeles, CA
(Chino)
  81,282   SC   Owned
 
10   Sierra Vista Mall   Fresno, CA
(Clovis)
  77,561   Mall   Ground Lease
 
11   Westfield
Shoppingtown Parkway
  San Diego, CA
(El Cajon)
  85,744   Mall   Ground Lease
 
12   Westfield Solano Mall   San Francisco, CA
(Fairfield)
  89,223   Mall   Owned
 
13   Folsom Square   Sacramento, CA
(Folsom)
  79,080   SC   Owned
 
14   Foothills Ranch
Town Centre
  Los Angeles, CA
(Foothill Ranch)
  77,934   SC   Owned
 
15   Unnamed Center   Los Angeles, CA
(Fullerton)
  76,360   SC   Owned
 
16   Garden Grove Center   Los Angles, CA
(Garden Grove)
  83,746   SC   Owned
 

 


 

                     
                MALL /    
    PROPERTY           SHOPPING   OWNERSHIP
    NAME   CITY / STATE   GLA   CENTER   INTEREST
 
17   Albertson’s
Shopping Center
  Los Angeles, CA
(Lompoc)
  62,523   SC   Owned
 
18   Unnamed Center   San Francisco, CA
(Madera)
  59,720   SC   Owned
 
19   Northridge
Shopping Center
  Los Angeles, CA
(Northridge)
  75,455   SC   Leasehold
 
20   Antelope Valley Mall   Los Angeles, CA
(Palmdale)
  76,550   Mall   Owned
 
21   Porterville Market Place
Shopping Center
  Los Angeles, CA
(Porterville)
  76,378   SC   Owned
 
22   Freestanding
Unnamed
  San Francisco, CA
(Redding)
  61,363   SC   Owned
 
23   Southland Plaza
Shopping Center
  San Diego, CA   75,207   SC   Owned
 
24   Town Center West
Shopping Center
  Los Angeles, CA
(Santa Maria)
  84,886   SC   Owned
 
25   Santa Rosa Plaza   San Francisco, CA
(Santa Rosa)
  90,348   Mall   Owned
 
26   Slatten Ranch
Shopping Center
  San Francisco, CA
(Slatten Ranch)
  78,819   SC   Owned
 
27   Sonora Crossroads
Shopping Center
  Saramento, CA
(Sonora)
  62,214   SC   Owned
 
28   Arbor Faire
Shopping Center
  Bakersfield, CA
(Tulare)
  62,947   SC   Owned
 
29   Freestanding
Unnamed
  San Francisco, CA
(Ukiah)
  58,841   SC   Owned
 
30   West Covina
Shopping Center
  Los Angeles, CA
(West Covina)
  82,028   SC   Ground Lease
 
31   Eagle Station   Reno, NV
(Carson City)
  60,494   SC   Owned
 
32   Nellis Crossing
Shopping Center
  Las Vegas, NV   76,016   SC   Owned
 
33   Grand Canyon Parkway
Shopping Center
  Las Vegas, NV   79,294   SC   Owned
 
34   Loma Vista
Shopping Center
  Las Vegas, NV   75,687   SC   Owned
 

 


 

                     
                MALL /    
    PROPERTY           SHOPPING   OWNERSHIP
    NAME   CITY / STATE   GLA   CENTER   INTEREST
 
35   Sierra Center   Reno, NV   79,239   SC   Owned
 
36   Ingram Park   San Antonio, TX   76,597   SC   Owned